Sadot (SDOT) 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 14, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-39223
Entity Registrant Name	Sadot Group Inc.
Entity Information, Former Legal or Registered Name	Muscle Maker, Inc.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	47-2555533
Entity Address, Address Line One	1751 River Run
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Fort Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76107
City Area Code	(832)
Local Phone Number	604-9568
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	SDOT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		46,605,232
Document Fiscal Year Focus	2023
Entity Central Index Key	0001701756
Amendment Flag	false
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 2,422	$ 9,898
Accounts receivable, net of allowance for doubtful accounts of $0.1 million and $23.4 thousand as of September 30, 2023 and December 31, 2022, respectively	61,208	135
Inventory	237	298
Prepaid expenses and other current assets	571	317
Prepaid forward on carbon offsets	6,424
Total current assets	70,862	10,648
Right to use assets	1,806	2,433
Property and equipment, net	13,165	1,895
Goodwill	1,798	2,626
Intangible assets, net	2,953	4,611
Deposit on farmland	0	4,914
Security deposits and other assets	84	103
Total assets	90,668	27,230
Current liabilities:
Accounts payable and accrued expenses	57,727	1,953
Accrued stock-based compensation expense - related party	0	3,603
Notes payable, net of discount of $0.2 million as of September 30, 2023 - current	3,053	222
Operating lease liability, current	447	560
Deferred revenue, current	97	95
Derivative liability	349	0
Other current liabilities	230	182
Total current liabilities	61,903	6,615
Notes payable, non-current	648	759
Operating lease liability, non-current	1,461	2,019
Deferred revenues, non-current	1,298	1,276
Total liabilities	65,310	10,669
Commitments and Contingencies
Stockholders’ equity:
Common stock, $0.0001 par value, 150 million shares authorized, 39.0 million and 29.3 million shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	4	3
Additional paid-in capital	107,226	95,913
Accumulated deficit	(85,414)	(79,355)
Stockholders' Equity Attributable to Parent	21,816	16,561
Non-controlling interest	3,542	0
Total stockholders’ equity	25,358	16,561
Total liabilities and stockholders’ equity	$ 90,668	$ 27,230

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 100,000	$ 23,400
Discount on notes payable	$ 200,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	150,000,000	150,000,000
Common stock, issued (in shares)	39,000,000	29,300,000
Common stock, outstanding (in shares)	39,000,000	29,300,000
Stockholders' Equity Attributable to Parent	$ 21,816,000	$ 16,561,000
Non-controlling interest	3,542,000	0
Total stockholders’ equity	25,358,000	16,561,000
Liabilities and Equity	$ 90,668,000	$ 27,230,000

Condensed Consolidated Statemen

Condensed Consolidated Statement of Operations and Other Comprehensive Loss - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues:
Revenues	$ 182,173,000	$ 2,824,000	$ 555,457,000	$ 8,674,000
Operating Costs and Expenses:
Cost of goods sold	179,268,000	2,710,000	544,803,000	8,834,000
Impairment of goodwill	828,000	0	828,000	0
Impairment of intangible assets	810,000	0	810,000	0
Depreciation and amortization expenses	443,000	525,000	1,517,000	1,490,000
Franchise advertising fund expenses	16,000	24,000	52,000	58,000
Pre-opening expenses	335,000	117,000	371,000	117,000
Post-closing expenses	60,000	159,000	173,000	159,000
Stock-based expenses	1,075,000	32,000	5,667,000	82,000
Sales, general and administrative expenses	3,310,000	1,219,000	7,175,000	3,620,000
Total costs and expenses	186,145,000	4,786,000	561,396,000	14,360,000
Loss from operations	(3,972,000)	(1,962,000)	(5,939,000)	(5,686,000)
Other Income / (Expense):
Other income	1,000	55,000	252,000	21,000
Interest income / (expense), net	(301,000)	11,000	(320,000)	(17,000)
Change in fair value of accrued compensation	297,000	0	1,161,000	0
Warrant modification expense	(958,000)	0	(958,000)	0
Loss on fair value remeasurement	(349,000)	0	(349,000)	0
Gain on debt extinguishment	0	0	0	140,000
Total other income / (expense), net	(1,310,000)	66,000	(214,000)	144,000
Loss Before Income Tax	(5,282,000)	(1,896,000)	(6,153,000)	(5,542,000)
Income tax	13,000	2,000	18,000	16,000
Net loss	(5,295,000)	(1,898,000)	(6,171,000)	(5,558,000)
Other comprehensive loss
Currency translation differences	0	0	0	0
Other comprehensive gain, net of income tax	0	0	0	0
Total comprehensive loss	(5,295,000)	(1,898,000)	(6,171,000)	(5,558,000)
Net loss attributable to:
Equity holders of the parent	(5,183,000)	(1,898,000)	(6,059,000)	(5,558,000)
Non-controlling interest	(112,000)	0	(112,000)	0
Net loss	$ (5,295,000)	$ (1,898,000)	$ (6,171,000)	$ (5,558,000)
Net Loss Per Share:
Basic (in dollars per share)	$ (0.14)	$ (0.07)	$ (0.18)	$ (0.20)
Diluted (in dollars per share)	$ (0.14)	$ (0.07)	$ (0.18)	$ (0.20)
Weighted-Average # of Common Shares Outstanding:
Basic (in shares)	37,421,915	28,762,761	33,443,938	28,412,655
Diluted (in shares)	37,421,915	28,762,761	33,443,938	28,412,655
Commodity sales
Revenues:
Revenues	$ 179,975,000	$ 0	$ 547,900,000	$ 0
Company restaurant sales, net of discounts
Revenues:
Revenues	1,937,000	2,630,000	6,725,000	8,075,000
Franchise royalties and fees
Revenues:
Revenues	245,000	170,000	767,000	541,000
Franchise advertising fund contributions
Revenues:
Revenues	16,000	24,000	52,000	58,000
Other revenues
Revenues:
Revenues	$ 0	$ 0	$ 13,000	$ 0

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Non-controlling Interest
Beginning balance (in shares) at Dec. 31, 2021			26,110,000
Beginning balance at Dec. 31, 2021	$ 24,393	$ (15)	$ 3	$ 95,760	$ (71,370)	$ (15)	$ 0
Increase (Decrease) in Stockholders' Equity
Cash less exercise of pre-funded warrants (in shares)			2,410,000
Common stock compensation to board of directors (in shares)			94,000
Common stock compensation to board of directors	57			57
Common stock issued as compensation for services (in shares)			30,000
Common stock issued as compensation for services	16			16
Net loss	(1,886)				(1,886)
Ending balance (in shares) at Mar. 31, 2022			28,644,000
Ending balance at Mar. 31, 2022	22,565	(8)	$ 3	95,833	(73,271)	(8)	0
Beginning balance (in shares) at Dec. 31, 2021			26,110,000
Beginning balance at Dec. 31, 2021	24,393	(15)	$ 3	95,760	(71,370)	(15)	0
Increase (Decrease) in Stockholders' Equity
Net loss	(5,558)
Ending balance (in shares) at Sep. 30, 2022			28,774,000
Ending balance at Sep. 30, 2022	18,933		$ 3	95,881	(76,951)		0
Beginning balance (in shares) at Mar. 31, 2022			28,644,000
Beginning balance at Mar. 31, 2022	22,565	$ (8)	$ 3	95,833	(73,271)	$ (8)	0
Increase (Decrease) in Stockholders' Equity
Common stock issued as compensation for services (in shares)			5,000
Stock-based compensation - options	4			4
Reconciliation for shares outstanding per transfer agent (in shares)			31,000
Common stock issued as compensation for services	2			2
Common stock issued as compensation for employment (in shares)			20,000
Common stock issued as compensation for employment	11			11
Net loss	(1,774)				(1,774)
Ending balance (in shares) at Jun. 30, 2022			28,700,000
Ending balance at Jun. 30, 2022	20,800		$ 3	95,850	(75,053)		0
Increase (Decrease) in Stockholders' Equity
Common stock compensation to board of directors (in shares)			74,000
Common stock compensation to board of directors	28			28
Stock-based compensation - options	3			3
Net loss	(1,898)				(1,898)
Ending balance (in shares) at Sep. 30, 2022			28,774,000
Ending balance at Sep. 30, 2022	$ 18,933		$ 3	95,881	(76,951)		0
Beginning balance (in shares) at Dec. 31, 2022	29,300,000		29,287,000
Beginning balance at Dec. 31, 2022	$ 16,561		$ 3	95,913	(79,355)
Increase (Decrease) in Stockholders' Equity
Common stock compensation to board of directors (in shares)			31,000
Common stock compensation to board of directors	28			28
Common stock issued as compensation for services (in shares)			2,849,000
Stock-based compensation - options	27			27
Common stock issued as compensation for services	3,020			3,020
Net loss	(1,066)				(1,066)
Ending balance (in shares) at Mar. 31, 2023			32,167,000
Ending balance at Mar. 31, 2023	$ 18,570		$ 3	98,988	(80,421)		0
Beginning balance (in shares) at Dec. 31, 2022	29,300,000		29,287,000
Beginning balance at Dec. 31, 2022	$ 16,561		$ 3	95,913	(79,355)
Increase (Decrease) in Stockholders' Equity
Net loss	$ (6,171)
Ending balance (in shares) at Sep. 30, 2023	39,000,000		38,913,000
Ending balance at Sep. 30, 2023	$ 25,358		$ 4	107,226	(85,414)		3,542
Beginning balance (in shares) at Mar. 31, 2023			32,167,000
Beginning balance at Mar. 31, 2023	18,570		$ 3	98,988	(80,421)		0
Increase (Decrease) in Stockholders' Equity
Common stock compensation to board of directors (in shares)			30,000
Common stock compensation to board of directors	32			32
Common stock issued as compensation for services (in shares)			3,714,000
Stock-based compensation - options	27			27
Common stock issued as compensation for services	4,349		$ 1	4,348
Net loss	190				190
Ending balance (in shares) at Jun. 30, 2023			35,911,000
Ending balance at Jun. 30, 2023	23,168		$ 4	103,395	(80,231)		0
Increase (Decrease) in Stockholders' Equity
Common stock compensation to board of directors (in shares)			33,000
Common stock compensation to board of directors	39			39
Common stock issued as compensation for services (in shares)			816,000
Stock-based compensation - options	27			27
Common stock issued as compensation for services	654			654
Cash exercise of warrants and warrant modification (in shares)			2,153,000
Cash exercise of warrants and warrant modification	3,111			3,111
Investment in non-controlling interest	3,654						3,654
Net loss	$ (5,295)				(5,183)		(112)
Ending balance (in shares) at Sep. 30, 2023	39,000,000		38,913,000
Ending balance at Sep. 30, 2023	$ 25,358		$ 4	$ 107,226	$ (85,414)		$ 3,542

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities
Net loss	$ (6,171)	$ (5,558)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,517	1,490
Stock-based expenses	5,667	121
Gain on extinguishments of debt	0	(140)
Impairment of goodwill	828	0
Impairment of intangible assets	810	0
Change in fair value of compensation	(1,161)	0
Warrant modification expense	958	0
Loss on disposal of assets	301	206
Bad debt expense	82	(61)
Changes in operating assets and liabilities:
Accounts receivable, net	(61,155)	(143)
Inventory	61	(78)
Prepaid expenses and other current assets	(254)	1,332
Prepaid forward on carbon offsets	(6,424)	0
Security deposits and other assets	19	12
Accounts payable and accrued expenses	55,869	(791)
Accrued stock-based compensation expense - related party	0	0
Deferred rent	0	(128)
Operating right of use asset and liability, net	(46)	132
Deferred revenue	23	297
Derivative liability	349	0
Other current liabilities	48	(104)
Total adjustments	(2,508)	2,145
Net cash used in operating activities	(8,679)	(3,413)
Cash Flows from Investing Activities
Deposit on farmland	4,914	0
Investment in non-controlling interest	3,655	0
Purchases of property and equipment	(12,447)	(575)
Disposal of property and equipment	208	0
Collections from loans receivable	0	71
Net cash used in investing activities	(3,670)	(504)
Cash Flows from Financing Activities
Proceeds from notes payable	7,684	0
Proceeds from exercise of warrants	2,153	0
Repayments of notes payable	(4,964)	(177)
Net cash provided by (used in) financing activities	4,873	(177)
Net Decrease in Cash	(7,476)	(4,094)
Cash – beginning of period	9,898	15,767
Cash – end of period	2,422	11,673
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$ 346	$ 85

Business Organization and Natur

Business Organization and Nature of Operations	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Organization and Nature of Operations	1. Business Organization and Nature of Operations Sadot Group Inc. ("Sadot Group") or ("SGI") f/k/a Muscle Maker, Inc. (“MMI”), a Nevada corporation was incorporated in Nevada on October 25, 2019. In late 2022, SGI began a transformation from a U.S.-centric restaurant business into a global, food-focused organization. Sadot Group is headquartered in Ft. Worth, Texas with subsidiary operations in Miami, Dubai, Singapore, Kyiv and Zambia. As of September 30, 2023, SGI consisted of three distinct operating units: 1. SADOT AGRI-FOODS : Sadot Agri-Foods Origination and Trading Operations, which is operated through various wholly-owned subsidiaries, is an international agri-commodities company engaged in the trading and shipping of food and feed (e.g., soybean meal, wheat and corn) via dry bulk cargo ships to/from markets across the globe. Sadot Agri-Foods executes agri-commodity trades between producing geographies such as the Americas, Africa, and the Black Sea to consumer markets in Southeast Asia, China, Latin America and the Middle East/North Africa (MENA) region. Sadot Agri-Foods was formed as part of the Company's diversification strategy to own and operate, through its subsidiaries, business lines throughout the food value chain and is our largest operating unit. 2. SADOT FOOD SERVICES : Sadot Food Service Operations, which is operated through various wholly-owned subsidiaries, has three unique concepts, including two fast casual restaurant concepts, Pokémoto and Muscle Maker Grill, plus one subscription-based fresh prep meal concept, SuperFit Foods. Following our strategic pivot to the global food supply chain sector, we are fully engaged in the restructuring of these legacy restaurant operations. By refranchising company-owned units and closing underperforming locations while growing Pokémoto through franchising, the Company is continuing its restructuring efforts with the goal of reducing annualized restaurant operating expenses and overhead while potentially increasing franchise royalty revenue at Pokémoto. 3. SADOT FARMING OPERATIONS : Sadot Farm Operations ("Sadot Zambia" is 100% owned by Sadot Enterprises Limited, which is 70% owned by Sadot LLC) includes approximately 5,000 acres of farmland in the Mkushi Region of Zambia which was acquired in August of 2023. Farm operations are expected to provide a reliable supply of grains and tree crops (mango and avocado). Sadot Group Inc., and its subsidiaries are hereinafter referred to as the “Company”. Recent Corporate Developments Effective July 27, 2023, the Company changed its name to Sadot Group Inc. The name change was made in accordance with Section 92A.180 of the Nevada Revised Statutes by merging a wholly-owned subsidiary of the Company with and into the Company, with the Company being the surviving corporation in the merger. The Company effectuated the merger by filing Articles of Merger with the Secretary of State of the State of Nevada. In connection with the merger, the Company amended Article I of its Articles of Incorporation to change the Company’s corporate name to Sadot Group Inc. With the exception of the name change, there were no other changes to the Company’s Articles of Incorporation. Additionally, as of the opening of trading on July 27, 2023, the ticker symbol of the Company’s common stock on The Nasdaq Capital Market will be “SDOT” and the CUSIP number of the Company’s common stock (627333107) remained unchanged. The Company’s name and ticker symbol change do not affect the rights of the Company’s security holders, creditors, customers or suppliers. Following the name change, any stock certificates that reflect the Company’s prior name, if any, continue to be valid. Liquidity The Company's primary source of liquidity is cash on hand. As of September 30, 2023, the Company had a cash balance, a working capital surplus and an accumulated deficit of $2.4 million, $9.0 million, and $85.4 million, respectively. During the three and nine months ended September 30, 2023, the Company incurred a Pre-tax net loss of $5.3 million and a Pre-tax net loss of $6.2 million, respectively. The Company had Net cash used in operations of $8.7 million for the nine months ended September 30, 2023. The Company believes that our existing cash on hand, current accounts receivable and future cash flows from our commodity trading, farming and franchise operations, will be sufficient to fund our operations,

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	2. Significant Accounting Policies Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the Unaudited Condensed Consolidated Financial Statements of the Company as of September 30, 2023, and for the three and nine months ended September 30, 2023, and 2022. The results of operations for the three and nine months ended September 30, 2023, and 2022 are not necessarily indicative of the operating results for the full year. It is suggested that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2022. The Balance Sheet as of December 31, 2022, has been derived from the Company’s audited Financial Statements. Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiary. Any intercompany transactions and balances have been eliminated in consolidation. Reclassifications Certain prior period balances have been reclassified in order to conform to current period presentation. These reclassifications have no effect on the previously reported results of operations or loss per share. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates include: • the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets; • the estimated useful lives of intangible and depreciable assets; • estimates and assumptions used to value warrants and options; • the recognition of revenue; and • the recognition, measurement and valuation of current and deferred income taxes. Estimates and assumptions are periodically reviewed, and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions. Cash and Cash Equivalents The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2023 or December 31, 2022. Inventory Inventory, which are stated at the lower of cost or net realizable value, consist primarily of commodity trade shipments in-transit related to our Agri-foods operations, perishable food items and supplies related to our Food service operation, and raw materials, supplies and harvested crops related to our Farming operations. Cost is determined using the first-in, first-out method. Purchase of Farmland On May 16, 2023, the Company through its wholly owned subsidiary, Sadot LLC, entered into a Purchase of Right and Variation Agreement (the “Variation Agreement”) with Zamproagro Limited, a Liberian corporation (“ZPG”) and Cropit Farming Limited, a Zambian corporation (“Cropit”) pursuant to which ZPG assigned all of its rights, liabilities and obligations of the Put and Call Option Agreement Over Land entered between ZPG and Cropit dated December 29, 2022 (the “Put Land Agreement”) to Sadot LLC, which provided ZPG with a one year call option to acquire 70% of 4,942 acres (2000 hectares) of producing agricultural land along with buildings and related assets located within the Mkushi Farm Block of Zambia’s Region II agricultural zone (the “Farm”) for a purchase price of approximately $8.5 million USD. On May 16, 2023, Sadot LLC and Cropit entered into Joint Venture Shareholders Agreement pursuant to which the parties agreed to form a new entity in Zambia to serve as a joint venture with respect to the farming of the Farm. The joint venture is named Sadot Enterprises Limited (“Sadot Zambia”) with Sadot LLC holding 70% of the equity and Cropit holding 30% of the equity. Sadot Zambia will hold 100% of the Farm. Sadot LLC and Cropit each appointed one director to the Board of Directors of Sadot Zambia. Further, Sadot LLC contributed $3.5 million into escrow for the primary purpose of discharging a loan secured by the Farm held by ABSA Bank. On May 16, 2023, Sadot LLC, Cropit and Chibesakunda & Co., as escrow agent (the “Escrow Agent”) entered into an Escrow Agreement pursuant to which the Escrow Agent held all documentation required to allot Sadot LLC 70% of Sadot Zambia, documentation required to transfer the Farm to Sadot Zambia and USD $3.5 million contributed by Sadot LLC. Upon closing and completion of the asset acquistion of the farmland and some related property equipment, on August 23, 2023, the Escrow Agent released the required funds to ABSA Bank and released the required documentation with respect to the allocation of Sadot LLC’s interest in Sadot Zambia and the transfer of the Farm. The asset acquisition consisted of property and equipment of $8.5 million. Cropit contributed land of $3.7 million for its non-controlling interest of the joint venture. The property and equipment that were purchased in the asset acquisition are as follows: As of August 23, 2023 $’000 Furniture and Equipment 211 Vehicles 203 Land and land improvements 11,766 12,180 Property and Equipment Property and equipment are stated at cost less accumulated Depreciation and amortization expenses. Major improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation and amortization expenses are calculated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset. The estimated useful lives are as follows: Furniture and equipment 3 – 7 years Leasehold improvements 1 – 8 years Vehicles 5 - 10 years Land Improvements 3 -20 years Intangible Assets The Company accounts for recorded intangible assets in accordance with the Accounting Standards Codification (“ASC’) 350 “Intangibles – Goodwill and Other”. In accordance with ASC 350, the Company does not amortize intangible assets having indefinite useful lives. The Company determined that as of January 1, 2022, – the trademark – Muscle Maker had a finite life of 3 years and is amortizing the value over the new estimated life. The Company’s goodwill has an indefinite life and is not amortized, but are evaluated for impairment at least annually, or more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. The useful lives of the Company’s intangible assets are: Franchisee agreements 13 years Franchise license 10 years Trademarks 3 – 5 years Domain name, Customer list and Proprietary recipes 3 – 7 years Non-compete agreements 2 – 3 years Impairment of Long-Lived Assets When circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income. Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”). If the instrument is determined not to be a derivative liability, the conversion feature is not required to be accounted for separately as an embedded derivative, in accordance to ASU 2020-06. The Company amortizes debt issuance costs over the term of the Convertible Loan Note as interest expense utilizing the effective interest method on the Company’s Consolidated Statement of Operations and Other Comprehensive Loss. As of September 30, 2023, the Company deemed there was no embedded derivative and did not need to be bifurcated and recorded as a derivative liability. Related Parties A party is considered to be related to the Company if the party directly, indirectly, or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Revenue Recognition The Company’s revenues consist of Commodity sales, Restaurant sales, Franchise royalties and fees, Franchise advertising fund contributions, and Other revenues. The Company recognizes revenues according to Topic 606 of FASB, “Revenue from Contracts with Customers”. Under the guidance, revenue is recognized in accordance with a five-step revenue model, as follows: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) the entity satisfies a performance obligation. In applying this five-step model, we made significant judgments in identifying the promised goods or services in our contracts with franchisees that are distinct, and which represent separate performance obligations. Commodity Sales Commodity sale revenue is generated by our Sadot Agri-Foods and Farming operating units and is recognized when the commodity is delivered as evidenced by the bill of lading or physical delivery and the invoice is prepared and submitted to the customer. During the three and nine months ended September 30, 2023, the Company recorded Commodity sales revenues of $180.0 million and $547.9 million, respectively. The Company did not have any Commodity sales revenue during the three and nine months ended September 30, 2022. Restaurant Sales Retail store revenue at Company-operated restaurants is recognized when payment is tendered at the point of sale, net of sales tax, discounts and other sales-related taxes. The Company recorded retail store revenues of $1.9 million and $6.7 million during the three and nine months ended September 30, 2023 and $2.6 million and $8.1 million for the three and nine months ended September 30, 2022, respectively. The Company sells gift cards which do not have an expiration date, and it does not deduct dormancy fees from outstanding gift card balances. The Company recognizes revenues from gift cards as restaurant revenues once the Company performs its obligation to provide food and beverage to the customer simultaneously with the redemption of the gift card or through gift card breakage, as discussed in Other revenues below. Franchise Royalties and Fees Franchise revenues consists of royalties, initial franchise fees and rebates. Royalties are based on a percentage of franchisee net sales revenue. The Company recognizes the royalties as the underlying sales occur. The Company recorded revenue from royalties of $0.2 million and $0.5 million during the three and nine months ended September 30, 2023 and $0.1 million and $0.4 million during the three and nine months ended September 30, 2022, respectively, which is included in Franchise royalties and fees on the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss. The Company provides the franchisees with management expertise, training, pre-opening assistance, and restaurant operating assistance in exchange for the multi-unit development fees and initial franchise fees. The Company capitalizes these fees upon collection from the franchisee. These initial fees are then recognized as franchise fee revenue on a straight-line basis over the life of the related franchise agreements and any exercised renewal periods. Cash payments are due upon the execution of the related franchise agreement. The Company’s performance obligation with respect to franchise fee revenues consists of a license to utilize the Company’s brand for a specified period of time, which is satisfied equally over the life of each franchise agreement. If a franchise location closes or a franchise agreement is terminated for any reason, the unrecognized revenue will be recognized in full at that time. The Company recorded revenue from initial franchise fees of $22.8 thousand and $0.2 million during the three and nine months ended September 30, 2023 and $18.7 thousand and $0.1 million for the three and nine months ended September 30, 2022, respectively, which is included in Franchise royalties and fees on the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss. The Company has supply agreements with certain food and beverage vendors. Pursuant to the terms of these agreements, rebates are provided to the Company based upon the dollar volume of purchases for all company-owned and franchised restaurants from these vendors. Rebates earned on purchases by franchise stores are recorded as revenue during the period in which the related food and beverage purchases are made. The Company recorded revenue from rebates of $29.7 thousand and $0.1 million during the three and nine months ended September 30, 2023 and $22.3 thousand and $0.1 million for the three and nine months ended September 30, 2022, respectively, which is included in Franchise royalties and fees on the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss. Rebates earned on purchases by Company-owned stores are recorded as a reduction of Food and beverage costs during the period in which the related food and beverage purchases are made. Franchise Advertising Fund Contributions Under the Company’s franchise agreements, the Company and its franchisees are required to contribute a certain percentage of revenues to a national advertising fund. The Company’s national advertising services are provided on a system-wide basis and therefore, not considered distinct performance obligations for individual franchisees. In accordance with Topic 606, the Company recognizes these sales-based advertising contributions from franchisees as franchise revenue when the underlying franchisee Company incurs the corresponding advertising expense. The Company records the related advertising expenses as incurred under Sales, general and administrative expenses. When an advertising contribution fund is over-spent at year-end, advertising expenses will be reported on the Unaudited Condensed Consolidated Statement of Operations in an amount that is greater than the revenue recorded for advertising contributions. Conversely, when an advertising contribution fund is under-spent at a period-end, the Company will accrue advertising costs up to advertising contributions recorded in revenue. The Company recorded contributions from franchisees of $16.0 thousand and $0.1 million, respectively, during the three and nine months ended September 30, 2023 and $24.0 thousand and $0.1 million for the three and nine months ended September 30, 2022, which are included in Franchise advertising fund contributions on the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss. Other Revenues Gift card breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction. The determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. Gift card liability is recorded in other current liabilities on the Unaudited Condensed Consolidated Balance Sheets The Company had Other revenues of $13.0 thousand for the nine months ended September 30, 2023. There were no Other revenues for the three months ended September 30, 2023. There were no Other revenue for the three and nine months ended September 30, 2022. Deferred Revenue Deferred revenue primarily includes initial franchise fees received by the Company, which are being amortized over the life of the Company’s franchise agreements. Deferred revenue is recognized in income over the life of the franchise agreements. If a franchise location closes or a franchise agreement is terminated for any reason, the remaining deferred revenue will be recognized in full at that time. Stock-Based Expenses Stock-based expenses include all expenses that are paid with stock. This includes stock-based consulting fees due to Aggia and other consultants, stock compensation paid to the Company's board of directors, and stock compensation paid to employees. The consulting fees due to Aggia related to ongoing Sadot Agri-Foods and Farming operations and expansion of the global agri-commodities business. Based on the initial Services Agreement with Aggia LLC FZ, a Company formed under the laws of United Arab Emirates (“Aggia”), the consulting fees were calculated at approximately 80.0% of the Net Income generated by Sadot LLC through March 31, 2023. As of April 1, 2023 the consulting agreement was amended to calculate consulting fees on 40.0% of the Net income generated by Sadot LLC. See Note 14 – Commitments and contingencies for further details. For the three and nine months ended September 30, 2023, $1.1 million and $5.7 million, respectively, and $32.0 thousand and $0.1 million, respectively, for the three and nine months ended September 30, 2022. are recorded as Stock-based expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss. Advertising Advertising costs are charged to expense as incurred. Advertising costs of $0.8 million and $1.1 million for the three and nine months ended September 30, 2023 and $0.1 million and $5.9 thousand for the three and nine months ended September 30, 2022, respectively, are included in Sales, general and administrative expenses. The 2022 advertising expense for the three month September 30, 2022 is more than the advertising expense for the nine month September 30, 2022 due to a reclassification to Franchise advertising fund expense. For the three and nine months ended September 30, 2023 and 2022, $32.2 thousand, $36.0 thousand, $0.1 million and $0.2 million, respectively, are included in Cost of goods sold in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss. Net Income / Loss per Share Basic earnings per common share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed using the weighted average number of common shares outstanding during the period plus any potentially dilutive common shares, resulting from the exercise of warrants, options or the conversion of convertible notes payable, calculated using the treasury stock method. The following securities are excluded from the calculation of weighted average diluted common shares at September 30, 2023 and 2022, respectively, because their inclusion would have been anti-dilutive: September 30, 2023 2022 ( '000 ( '000 Warrants 17,783 17,874 Options 1,013 388 Restricted stock awards 7,463 — Convertible debt 4,351 25 Total potentially dilutive shares 30,610 18,287 The following table sets forth the computation of basic and dilutive net loss per share attributable to the Company’s stockholders: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands, except for share count and per share data) Net loss (5,295) (1,898) (6,171) (5,558) Weighted-average shares outstanding: Basic 37,421,915 28,762,761 33,443,938 28,412,655 Effect of potentially dilutive stock options — — — — Diluted 37,421,915 28,762,761 33,443,938 28,412,655 Net loss per share: Basic (0.14) (0.07) (0.18) (0.20) Diluted (0.14) (0.07) (0.18) (0.20) Major Vendors The Company engages various vendors to purchase commodities for resale and distribute food products to their Company-owned restaurants. Purchases from the Company’s largest commodity supplier totaled 99% for the three months ended September 30, 2023 and Purchases from the Company’s four largest commodity suppliers totaled 94% of the Company’s purchases for the nine months ended September 30, 2023. Purchases from the Company’s largest food service supplier totaled 39% and 33% for the three and nine months ended September 30, 2022, respectively. Derivative Instruments The Company is exposed to market risks primarily related to the volatility in the price of carbon credits. To manage these risks, the Company enters into forward sales contracts to sell carbon offset units from time to time. The Company evaluates its contracts to determine if such contracts qualify as derivatives under FASB Accounting ASC 815, “Derivatives and Hedging” (“ASC 815”). Derivative instruments are recorded as either assets or liabilities measured at their fair values. As the Company’s existing contracts do not qualify for hedge accounting treatment, any changes in fair value are recorded as Gain / (loss) on fair value remeasurement within “Other income / (expense)” in the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Loss for each reporting period. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is probable within the next 12 months from the balance sheet date. The Company does not offset its derivative assets and liabilities within the Unaudited Condensed Consolidated Balance Sheets. Changes in the fair value of derivative instruments are recorded as an adjustment to operating activities in the condensed consolidated statement of cash flows. Refer to Fair Value of Financial Instruments below, Note 14 – Commitments and contingencies and Note 17 – Financial instruments for additional information regarding the Company’s derivative instruments. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of the FASB Accounting ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. See Note 16 – Fair value measurement for a summary of financial liabilities held at carrying amount including the Accrued compensation liability and the Derivative liability. For details related to the fair value of the Accrued compensation liability measured using Level 1 inputs, refer to Note 18 – Equity For details related to the fair value of the Derivative liability measured using Level 2 inputs, refer to Note 14 – Commitments and contingencies and Note 17 – Financial instruments. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as Sales, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally recorded on the grant date and re-measured on financial reporting dates and vesting dates until the service period is complete. The fair value amount of the award is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. Financial Instruments Derivatives Derivatives are initially measured at fair value and than are subsequently remeasured to fair value at the reporting date. Carbon Credits are derivatives that were purchased and sold at a later date at a fixed or determinable price for a specified period. Changes in fair value are recognized in Gain / (loss) on fair value remeasurement in the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Loss, as appropriate. We use derivative financial instruments primarily for purposes of hedging exposures to fluctuations in agricultural commodity prices. We enter into these derivative contracts for periods consistent with the related underlying exposures, and the contracts do not constitute positions independent of those exposures. We do not enter into derivative contracts for speculative purposes and do not use leveraged instruments. We record all open contract positions on our Unaudited Condensed Consolidated Balance Sheets at fair value and typically do not offset these assets and liabilities. There were no open positions at September 30, 2023. Cash flows from derivative contracts are included in Net cash provided by operating activities. Currency Translation Differences Transactions in foreign currencies are translated to the respective functional currencies of Company's at the average foreign exchange rates for income and expenses. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the foreign exchange rate ruling as of the reporting period end date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognized in the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Loss. The assets and liabilities of foreign operations, including farm operations and fair value adjustments arising on consolidation, are translated to the Company’s reporting currency, United States Dollars, at foreign exchange rates at the reporting date. Non-controlling Interests The Company consolidates entities in which the Company has a controlling financial interest. The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting rights. Non-controlling interests represent third-party equity ownership interests in the Company’s consolidated entities. The amount of net income attributable to Non-controlling interests is disclosed in the Unaudited Condensed Consolidated Statements of Income and Other Comprehensive Loss Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires companies to recognize lease liabilities and corresponding right-of-use leased assets on the Balance Sheets and to disclose key information about leasing arrangements. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU No. 2016-02 is effective for annual periods beginning after December 15, 2021, with early adoption permitted. Additionally, in 2018 and 2019, the FASB issued the following Topic 842–related ASUs: • ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842, which clarifies the applicability of Topic 842 to land easements and provides an optional transition practical expedient for existing land easements; • ASU 2018-10, Codificat

Loans Receivable

Loans Receivable	9 Months Ended
	Sep. 30, 2023
Receivables [Abstract]
Loans Receivable	3. Loans Receivable The Company had no loan receivable balance at September 30, 2023 and December 31, 2022. Loans receivable include loans to franchisees totaling, in the aggregate, net of reserves for uncollectible loans. There were no reserves for uncollectible loans at September 30, 2023 and December 31, 2022. Loans receivable were paid in full during the third quarter of 2022 and the corresponding reserve for loan loss was reversed.

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	9 Months Ended
	Sep. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expenses and Other Current Assets	4. Prepaid Expenses and Other Current Assets At September 30, 2023 and December 31, 2022, the Company’s prepaid expenses and other current assets consists of the following: As of September 30, 2023 December 31, 2022 $’000 $’000 Prepaid expenses 557 89 Other receivables 14 228 Prepaid and Other Current Assets 571 317

Property and Equipment, Net

Property and Equipment, Net	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	5. Property and Equipment, Net As of September 30, 2023 and December 31, 2022, Property and equipment consist of the following: As of September 30, 2023 December 31, 2022 $’000 $’000 Furniture and equipment 1,056 1,266 Vehicles 270 55 Leasehold improvements 1,030 2,062 Land and land improvements 11,766 — Construction in process — 5 Property and equipment, gross 14,122 3,388 Less: accumulated depreciation (957) (1,493) Property and equipment, net 13,165 1,895 Depreciation expense amounted to $0.2 million and $0.7 million for the three and nine months ended September 30, 2023 and $0.2 million and $0.4 million during the three and nine months ended September 30, 2022, respectively. During the three and nine months ended September 30, 2023 the Company wrote off Property and equipment with an original cost value of $1.0 million and $1.4 million, respectively and $0.1 million and $0.5 million for the three and nine months ended September 30, 2022. The Company wrote off Property and equipment related to closed locations and future locations that were terminated due to a change of business focus and recorded a loss on disposal of $37.6 thousand and $0.2 million for the three and nine months ended September 30, 2022, respectively, and $0.3 million and $0.3 million for the three and nine months ended September 30, 2023, respectively, in the Unaudited Condensed Consolidated Statement of Operations.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets, Net	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets, Net	6. Goodwill and Other Intangible Assets, Net The Company’s intangible assets include trademarks, franchisee agreements, franchise license, domain names, customer list, proprietary recipes and non-compete agreements. Intangible assets are amortized over useful lives ranging from 2 to 13 years. A summary of the intangible assets is presented below: Intangible Impairment of Amortization Intangible Intangible Impairment of Amortization Intangible $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Trademark Muscle Maker Grill 1,526 — (380) 1,146 670 (419) (251) — Franchise Agreements Muscle Maker Grill 162 — (20) 142 136 (116) (20) — Trademark SuperFit 38 — (7) 31 29 (22) (7) — Domain Name SuperFit 106 — (19) 87 81 (62) (19) — Customer List SuperFit 118 — (21) 97 90 (70) (20) — Proprietary Recipes SuperFit 135 — (24) 111 103 (79) (24) — Non-Compete Agreement SuperFit 193 — (65) 128 107 (42) (65) — Trademark Pokemoto 153 — (26) 127 118 — (26) 92 Franchisee License Pokemoto 2,599 — (207) 2,392 2,322 — (207) 2,115 Proprietary Recipes Pokemoto 1,028 — (120) 908 867 — (121) 746 Non-Compete Agreement Pokemoto 328 — (180) 148 88 — (88) — 6,386 — (1,069) 5,317 4,611 (810) (848) 2,953 Amortization expense related to intangible assets was $0.3 million and $0.8 million for the three and nine months ended September 30, 2023 and $0.4 million and $1.1 million for the three and nine months ended September 30, 2022, respectively. The estimated future amortization expense is as follows: Nine Months Ended September 30, 2024 2025 2026 2027 2028 Thereafter Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 Trademark Pokemoto 9 35 35 13 — — 92 Franchisee License Pokemoto 70 278 277 277 277 936 2,115 Proprietary Recipes Pokemoto 41 162 161 161 161 60 746 120 475 473 451 438 996 2,953 On August 4, 2023, the Company announced its intention to strategically pivot towards the global food supply chain sector. The Company plans to reduce restaurant operating expenses by closing underperforming units while refranchising (selling) most of the remaining company-owned units. Due to the structural change of the Company's operations and the closing or marketing for sale of the Company owned stores an impairment testing of the Company’s intangible assets was required as of September 30, 2023. Therefore, an impairment charge of $0.8 million was recorded during the three and nine months ended September 30, 2023. A summary of the goodwill assets is presented below: Muscle Maker Grill Pokemoto SuperFit Food Total $’000 $’000 $’000 $’000 Goodwill, net at December 31 2021 570 1,798 258 2,626 Impairment of goodwill — — — — Goodwill, net at September 30, 2022 570 1,798 258 2,626 Goodwill, net at December 31 2022 570 1,798 258 2,626 Impairment of goodwill (570) — (258) (828) Goodwill, net at September 30, 2023 — 1,798 — 1,798 On August 4, 2023, the Company announced its intention to strategically pivot towards the global food supply chain sector. The Company plans to reduce restaurant operating expenses by closing underperforming units while refranchising (selling) most of the remaining company-owned units. Due to the structural change of the Company's operations and the closing or marketing for sale of the Company owned stores an impairment testing of the Company’s goodwill was required as of September 30, 2023. During the three and nine months ended September 30, 2023, there was an Impairment of goodwill of $0.8 million.

Accounts Payables and Accrued E

Accounts Payables and Accrued Expenses	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Accounts Payables and Accrued Expenses	7. Accounts Payables and Accrued Expenses Accounts payables and accrued expenses consist of the following: As of September 30, 2023 December 31, 2022 $’000 $’000 Accounts payable 1,246 1,085 Accrued payroll and bonuses 275 551 Accrued expenses 180 87 Accrued professional fees 183 185 Accounts payable commodities 55,799 — Sales taxes payable (1) 44 45 57,727 1,953 (1) See Note 14 – Commitments and contingencies for details related to delinquent sales taxes.

Accrued Stock-Based Consulting

Accrued Stock-Based Consulting Expenses Due to Related Party	9 Months Ended
	Sep. 30, 2023
Accrued Stock-based Consulting Expenses
Accrued Stock-Based Consulting Expenses Due to Related Party	8. Accrued Stock-Based Consulting Expenses Due to Related Party At September 30, 2023, there were no Accrued stock-based consulting expenses due to related party. At December 31, 2022, Accrued stock-based consulting expenses were $3.6 million. Accrued stock-based consulting expenses were related to consulting fees due to our newly established related party, Aggia, for Sadot Agri-Foods and Farming operations. See Note 19 – Related party transactions for details. Based on the initial Services Agreement with Aggia LLC FZ, a Company formed under the laws of United Arab Emirates (“Aggia”), the consulting fees were calculated at approximately 80.0% of the Net Income generated by Sadot LLC through March 31, 2023. As of April 1, 2023 the consulting agreement was amended to calculate consulting fees on 40.0% of the Net income generated by Sadot LLC. See Note 14 – Commitments and contingencies for further details. For the three and nine months ended September 30, 2023, $0.7 million and $5.1 million are also recorded within Stock-based expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss. The Stock-based consulting expenses that were due to related party were paid in stock in 2023.

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Notes Payable	9. Notes Payable Line of Credit On September 22, 2023, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”) pursuant to which the Company has the right to sell to Yorkville up to $25 million of its shares of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of the shares of common stock to Yorkville under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell any shares of common stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville, in certain circumstances as described below. Upon the satisfaction of the conditions to Yorkville’s purchase obligation set forth in the SEPA, including having a registration statement registering the resale of the shares of common stock issuable under the SEPA declared effective by the SEC, the Company will have the right, but not the obligation, from time to time at its discretion until the SEPA is terminated to direct Yorkville to purchase a specified number of shares of common stock (“Advance”) by delivering written notice to Yorkville ( “Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100% of the average of the daily traded amount during the five consecutive trading days immediately preceding an Advance Notice. The shares of common stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to 97% of the lowest daily VWAP of the shares of common stock during the three consecutive trading days commencing on the date of the delivery of the Advance Notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by the Company in the Advance Notice or there is no VWAP on the subject trading day. The Company may establish a minimum acceptable price in each Advance Notice below which the Company will not be obligated to make any sales to Yorkville. “VWAP” is defined as the daily volume weighted average price of the shares of common stock for such trading day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P. Accordingly, as may otherwise be limited by Yorkville’s 4.99% beneficial ownership limitation, assuming the Company submits an Advance requiring Yorkville to provide $100,000 in funding and assuming an applicable VWAP of $1.10 and, in turn, a purchase price of $1.067 (97% of the VWAP), the Company would be required to issue 93,720 shares of common stock and Yorkville would receive a profit of approximately $0.03201 per share, or approximately $2,999.98, if it sold all of such shares at $1.10 per share. In connection with the SEPA, and subject to the condition set forth therein, Yorkville has agreed to advance to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of $4.0 million (the “Pre-Paid Advance”). The Pre-Paid Advance was disbursed on September 22, 2023 with respect to $3.0 million and the balance of $1.0 million will be disbursed upon the registration statement registering the resale of the shares of common stock issuable under the SEPA being declared effective. The purchase price for the Pre-Paid Advance is 94.0% of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 6.0%, subject to an increase to 18% upon an event of default as described in the Convertible Notes. The maturity date will be 12-months after the initial closing of the Pre-Paid Advance. Yorkville may convert the Convertible Notes into shares of the Company’s common stock at a conversion price equal to the lower of $1.11495 or 95% of the lowest daily VWAP during the seven consecutive trading days immediately proceeding the conversion (the “Conversion Price”), which in no event may the Conversion Price be lower than $0.33 (the “Floor Price”). In addition, upon the occurrence and during the continuation of an event of default, the Convertible Notes shall become immediately due and payable and the Company shall pay to Yorkville the principal and interest due thereunder. In no event shall Yorkville be allowed to effect a conversion if such conversion, along with all other shares of common stock beneficially owned by Yorkville and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company. If any time on or after October 22, 2023 (i) the daily VWAP is less than the Floor Price for seven trading days during a period of nine consecutive trading days (“Floor Price Trigger”), or (ii) the Company has issued in excess of 99% of the shares of common stock available under the Exchange Cap (“Exchange Cap Trigger” and collectively with the Floor Price Trigger, the “Trigger”)), then the Company shall make monthly payments to Yorkville beginning on the seventh trading day after the Trigger and continuing monthly in the amount of $500,000 plus an 8.0% premium and accrued and unpaid interest. The Exchange Cap Trigger will not apply in the event the Company has obtained the approval from its stockholders in accordance with the rules of Nasdaq Stock Market for the issuance of shares of common stock pursuant to the transactions contemplated in the Convertible Note and the SEPA in excess of 19.99% of the aggregate number of shares of common stock issued and outstanding as of the effective date of the SEPA (the “Exchange Cap”). Convertible Notes Payable On April 6, 2018, the Company issued a $0.5 million convertible promissory note (the “2018 ARH Note”) to it's former parent for services rendered and expense paid on behalf of the Company. The 2018 ARH Note has no stated interest rate or maturity date and is convertible into shares of the Company’s common stock at a conversion price of $3.50 per share at a time to be determined by the lender. On April 11, 2018, the former parent elected to partially convert the 2018 ARH Note for the principal of $0.4 million into 0.1 million shares of the Company’s common stock. The Company had an aggregate gross amount of $0.1 million and $0.1 million of convertible notes payable as of September 30, 2023 and December 31, 2022, respectively. Other Notes Payable During the three and nine months ended September 30, 2023, the Company repaid a total amount of $0.2 million and $0.1 million, and $0.1 million and $1.3 million for the three and nine months ended September 30, 2022, respectively, of the other notes payable. As of September 30, 2023, the Company had an aggregate amount of $3.7 million in other notes payable. The notes had interest rates ranging between 3.00% - 8.00% per annum, due on various dates through May 2027. The maturities of notes payable as of September 30, 2023, are as follows: Principal Amount $’000 10/1/23-9/30/24 3,053 10/1/24-9/30/25 88 10/1/25-9/30/26 560 10/1/26-9/30/27 — Thereafter — 3,701

Leases

Leases	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Leases	10. Leases The Company’s leases consist of restaurant locations. We determine if a contract contains a lease at inception. The leases generally have remaining terms of 1-10 years and most leases included the option to extend the lease for an additional 5 years. The total lease cost associated with right of use assets and operating lease liabilities for the three and nine months ended September 30, 2023, was $0.2 million and $0.6 million and $0.2 million and $0.7 million for the three and nine months ended September 30, 2022, respectively, and has been recorded in the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Loss as Cost of goods sold. The assets and liabilities related to the Company’s leases were as follows: As of September 30, 2023 December 31, 2022 $’000 $’000 Assets Right to use asset 1,806 2,433 Liabilities Operating leases – current 447 560 Operating leases – non-current 1,461 2,019 Total lease liabilities 1,908 2,579 The table below presents the future minimum lease payments under the noncancellable operating leases as of September 30, 2023: Operating Leases $’000 Fiscal Year: 2023 162 2024 627 2025 478 2026 343 2027 343 2028 247 Thereafter 367 Total lease payments 2,567 Less imputed interest (659) Present value of lease liabilities 1,908 The Company’s lease term and discount rates were as follows: As of September 30, 2023 Weighted-average remaining lease term (in years) Operating leases 5.06 Weighted-average discount rate Operating leases 12.0 %

Deferred Revenue

Deferred Revenue	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Deferred Revenue	11. Deferred Revenue The Company's deferred revenue consists of the following: As of September 30, 2023 December 31, 2022 $’000 $’000 Deferred revenues, net 1,395 1,371 Less: deferred revenue, current (97) (95) Deferred revenues, non-current 1,298 1,276

Other Current Liabilities

Other Current Liabilities	9 Months Ended
	Sep. 30, 2023
Other Liabilities Disclosure [Abstract]
Other Current Liabilities	12. Other Current Liabilities Other current liabilities consist of the following: As of September 30, 2023 December 31, 2022 $’000 $’000 Gift card liability 12 25 Co-op advertising fund liability 112 79 Marketing development brand liability 70 35 Advertising fund liability 36 43 230 182 See Note 2 – Significant accounting policies for details related to the gift card liability and advertising fund liability.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	13. Income Taxes The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of September 30, 2023 and December 31, 2022 are presented below: As of September 30, 2023 December 31, 2022 $’000 $’000 Deferred tax assets: Net operating loss carryforwards 11,037 10,615 Receivable allowance 26 5 Stock-based compensation 19 15 Intangible assets 704 314 Derivatives 76 — Right to use asset 409 — Disallowed interest 104 — Deferred revenues 261 204 Leases — 32 Gross deferred tax asset 12,636 11,185 Deferred tax liabilities: Property and equipment (145) (160) Right to use liability (387) — Gross deferred tax liabilities (532) (160) Net deferred tax assets 12,103 11,025 Valuation allowance (12,103) (11,025) Net deferred tax asset, net of valuation allowance — — The income tax expense for the periods shown consist of the following: Nine Months Ended September 30, 2023 2022 $’000 $’000 Federal: Current — — Deferred — — State and local: Current 18 16 Deferred — — 18 16 Change in valuation allowance — — Income tax expense 18 16 A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the periods shown, are as follows: As of September 30, 2023 December 31, 2022 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax benefit, net of federal impact (0.1) % (0.5) % Permanent differences (3.4) % (0.1) % PPP loan forgiveness — % 0.4 % Return to provision adjustments — % 3.3 % Deferred tax asset true up- State — % (14.5) % Deferred tax asset true up- Federal — % (6.8) % Other (0.1) % — % Change in valuation allowance (17.7) % (3.3) % Effective income tax rate (0.3) % (0.5) % The Company has filing obligations in what it considers its U.S. major tax jurisdictions as follows: Nevada, California, Connecticut, Florida, New Jersey, Texas, Virginia, New York State and New York City. The earliest year that the Company is subject to examination is the year ended December 31, 2015. The Company has approximately $65.3 million of Federal and State Net operating loss (“NOLs”) available to offset future taxable income. The net operating loss carryforwards generated prior to 2018, if not utilized, will expire from 2035 to 2037 for federal and state purposes. As of September 30, 2023 and December 31, 2022, the Company has determined that it is more likely than not that the Company will not recognize the future tax benefit of the loss carryforwards and has recognized a valuation allowance of $12.1 million and $11.0 million, respectively. The valuation allowance increased by approximately $1.1 million. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and similar state provisions. Generally, in addition to certain entity reorganizations, the limitation applies when one or more “5 percent stockholders” increase their ownership, in the aggregate, by more than 50 percentage points over a 36-month time period or beginning the day after the most recent ownership change, if shorter.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	14. Commitments and Contingencies Forward Purchase and Sales Contracts On September 12, 2023, the Company through its wholly owned subsidiary, Sadot LLC, entered into a forward purchase contract titled the Verified Emissions Reduction Purchase Agreement (“VERPA”) for the acquisition of Verified Carbon Units (“VCUs”) generated by a conservation project along the Riau coastline in Indonesia (“conservation project”). Under the VERPA, Sadot will acquire 180,000 VCUs between 2025 and 2027 as issued. Delivery of VCUs to Sadot is expected within 14 days from credit issuance annually, where such delivery will occur no later than December of each respective year. The acquisition price for these VCUs is $35.69 per VCU, or $6.4 million in the aggregate, which was paid on September 23, 2023. The aggregate purchase price paid of $6.4 million was recorded on the balance sheet within the “Prepaid forward on carbon offsets” account. On September 13, 2023, the Company through its wholly owned subsidiary, Sadot LLC, entered into a separate forward sales agreement pursuant to which the purchaser agreed to acquire 180,000 VCUs between 2025 and 2026 for an acquisition price of $44.62 per VCU, or $8.0 million. The VCUs are expected to be generated as part of the conservation project. The VCUs would be delivered within 14 days from credit issuance annually, where such delivery will occur no later than December of each respective year. Payment for these VCUs would not be required until 2025 at the earliest, within 10 days of VCU issuance. However, Sadot has the right to repurchase any VCUs during the term of this forward contract at the then current market price (based on the prices reported by an independent marketplace). This contract was determined to be a derivative in accordance with ASC 815. Refer to Note 2 – Significant accounting policies, Note 16 – Fair value measurement and Note 17 – Financial instruments for additional information regarding the Derivative liability. Consulting Agreements On November 14, 2022 (the “Effective Date”), the Company, Sadot Agri and Aggia entered into a Services Agreement (the “Services Agreement”) whereby Sadot LLC engaged Aggia to provide certain advisory services to Sadot Agri-Foods and Farming operations for creating, acquiring and managing Sadot LLC’s business of wholesaling food and engaging in the purchase and sale of physical food commodities. As consideration for Aggia providing the services to Sadot LLC, the Company agreed to issue shares of common stock of the Company, par value $0.0001 per share, to Aggia subject to Sadot LLC generating net income measured on a quarterly basis at per share price of $1.5625, subject to equitable adjustments for any combinations or splits of the common stock occurring following the Effective Date. Upon Sadot LLC generating net income for any fiscal quarter, the Company shall issue Aggia a number of shares of common stock equal to the net income for such fiscal quarter divided by the per share price (the “Shares”). The Company may only issue authorized, unreserved shares of common stock. The Company will not issue Aggia in excess of 14.4 million shares representing 49.9% of the number of issued and outstanding shares of common stock as of the Effective Date. Further, once Aggia has been issued a number of shares constituting 19.99% of the issued and outstanding shares of common stock of the Company, no additional shares shall be issued to Aggia unless and until this transaction has been approved by the shareholders of the Company. The shareholders approved the Services Agreement on February 28, 2023. In the event that the shares cap has been reached, then the remaining portion of the net income, if any, not issued as shares shall accrue as debt payable by Sadot LLC to Aggia until such debt has reached a maximum of $71.5 million. The Company will prepare the shares earned calculation after the annual audit or quarter review is completed by the auditors. The shares will be issued within 10 days of the final calculation. On July 14, 2023 (the “Addendum Date”), effective April 1, 2023, the parties entered into Addendum 2 to the Services Agreement (“Addendum 2”) pursuant to which the parties amended the compensation that Aggia is entitled. Pursuant to Addendum 2, on the Addendum Date, the Company issued 8.9 million shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company, which such Shares represent 14.4 million Shares that Aggia is entitled to receive pursuant to the Services Agreement less the 5.6 million Shares that have been issued to Aggia pursuant to the Services Agreement as of the Addendum Date. The Company will not issue Aggia in excess of 14.4 million Shares representing 49.9% of the number of issued and outstanding shares of common stock as of the effective date of the Services Agreement. The Shares shall be considered issued and outstanding as of the Addendum Date and Aggia shall hold all rights associated with such Shares. The Shares vest on a progressive schedule, at a rate equal to the net income of Sadot LLC, calculated quarterly divided by $3.125, which for accounting purposes shall equal 40% of the net income of Sadot LLC, calculated quarterly divided by $1.25. During the 30 day period after July 14, 2028 (the “Share Repurchase Date”), Aggia may purchase any Shares not vested. All Shares not vested or purchased by Aggia, shall be repurchased by the Company from Aggia at per share price of $0.001 per share. Further, the parties clarified that the Lock Up Agreement previously entered between the Company and Aggia dated November 16, 2022 shall be terminated on May 16, 2024 provided that any Shares that have not vested or been purchased by Aggia may not be transferred, offered, pledged, sold, subject to a contract to sell, granted any options for the sale of or otherwise disposed of, directly or indirectly. Following the Share Repurchase Date, in the event that there is net income for any fiscal quarter, then an amount equal to 40% of the net income shall accrue as debt payable by Sadot LLC to Aggia (the “Debt”), until such Debt has reached a maximum of $71.5 million. Additionally, for the three months ended September 30, 2023, the Company reimbursed Aggia for all operating costs related to Sadot LLC operating expenses including labor and operating expenses of $0.8 million and $0.1 million, respectively. For the nine months ended September 30, 2023, the Company reimbursed Aggia for all operating costs related to Sadot LLC including labor, operating and general administrative expenses of $2.3 million, $0.5 million and $0.1 million, respectively. Franchising During the three and nine months ended September 30, 2023, the Company entered into various Pokemoto franchise agreements for a total of 4 and 15, respectively, compared to 6 and 25 during the three and nine months ended September 30, 2022, respectively. The Franchisees paid the Company an aggregate of $0.1 million and $0.2 million for the three and nine months ended September 30, 2023 and this has been recorded in deferred revenue as of September 30, 2023. Master Franchise Agreement On October 25, 2021, Muscle Maker Development International LLC (“MMDI”), a wholly-owned subsidiary of Sadot Group, entered into a Master Franchise Agreement (the “Master Franchise Agreement”) with Almatrouk Catering Company – OPC (“ACC”) providing ACC with the right to grant franchises for the development of 40 “Muscle Maker Grill” restaurants through December 31, 2030 (the “Term”) in the Kingdom of Saudi Arabia (“KSA”). Under the Master Franchise Agreement, MMDI has granted to ACC an exclusive right to establish and operate Muscle Maker restaurants in the KSA. MMDI will not own or operate restaurants in KSA, grant franchises for the restaurants in KSA, or grant Master Franchise Rights for the restaurants to other persons within the KSA. ACC will be solely responsible for the development, sales, marketing, operations, distribution and training of all franchise locations sold in the KSA. ACC is required to pay MMDI $0.2 million pursuant to the Master Franchise Agreement upon the occurrence of various events. ACC is required to pay MMDI $20.0 thousand upon the execution of each franchise agreement for each individual restaurant and a monthly royalty fee of $1.0 thousand for each restaurant. Further, ACC is to adhere to the agreed upon development schedule as outlined in the master franchise agreement. An initial $20.0 thousand deposit was paid on the agreement and no other amount is due at this time. ACC has not performed against this agreement. Taxes The Company failed in certain instances in paying past state and local sales taxes collected from customers in specific states that impose a tax on sales of the Company’s products during 2017 and 2018. As of the second quarter 2022, all past due tax on sales from 2017 and 2018 has been paid in full. The Company had accrued a sales tax liability for approximately $44.2 thousand and $44.6 thousand as of September 30, 2023, and December 31, 2022, respectively. All current state and local sales taxes from January 1, 2018, for open Company-owned locations have been fully paid and in a timely manner. The Company has completed all the payment plans with the various state or local entities for these past owed amounts. Litigations, Claims and Assessments On April 24, 2022, the Company and a convertible note holder entered into an agreement in which the Company will repay a total of $0.1 million in connection with the default judgement issued on June 22, 2018, by the Iowa District Court for Polk County #CVCV056029, filed against the Company for failure to pay the remaining balance due on a promissory note in the amount of $0.1 million, together with interest, attorney fees and other costs of $0.2 million. The Company agreed to pay $40.0 thousand on or before May 1, 2022 and to make seven installment payments of $10.0 thousand per month starting on or before June 1, 2022. As of December 30, 2022, the Company had paid this note in full. On or about March 7, 2019, the Company was listed as a defendant to a lawsuit filed by a contractor in the State of Texas in El Paso County #2019DCV0824. The contractor is claiming a breach of contract and is seeking $33.0 thousand in damages for services claimed to be rendered by the contractor. The Company accrued $30.0 thousand for the liability in accounts payable and accrued expenses as of September 30, 2023 and December 31, 2022. On January 23, 2020, the Company was served a judgment issued by the Judicial Council of California in the amount of $0.1 million for a breach of a lease agreement in Chicago, Illinois, in connection with a Company-owned store that was closed in 2018. As of September 30, 2023 and December 31, 2022, the Company has accrued for the liability in accounts payable and accrued expenses. In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. In the opinion of management after consulting legal counsel, such matters are currently not expected to have a material impact on the Company’s financial statements. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements after consulting legal counsel. Employment Agreements On November 16, 2022, the Company entered into an Executive Employment Agreement with Michael Roper (the “Roper Agreement”), which replaced his prior employment agreement. Pursuant to the Roper Agreement, Mr. Roper will continue to be employed as Chief Executive Officer of the Company on an at-will-basis. During the term of the Roper Agreement, Mr. Roper is entitled to a base salary at the annualized rate of $0.4 million. Mr. Roper will be eligible for a discretionary performance bonus to be determined by the Board annually. Further, Mr. Roper will be entitled to an additional bonus of $0.1 million upon the Company obtaining approval of the Shareholder Matters and $25.0 thousand upon the Designated Directors representing a majority of the Board of Directors. If Mr. Roper is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such stock option. If Mr. Roper is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Roper will be entitled to a severance payment equal to 36 months of salary, which will be reduced to 18 months following the second anniversary of the Roper Agreement, and all equity compensation shall be fully accelerated. In the event the Shareholder Matters are not approved by the shareholders, the Roper Agreement will automatically terminate and the prior employment agreement will again be in full effect. On March 21, 2023, the Company entered into an Executive Employment Agreement with Jennifer Black (the “Black Agreement”), which replaced her prior employment agreement. Pursuant to the Black Agreement, Ms. Black will continue to be employed as Chief Financial Officer of the Company on an at-will-basis. During the term of the Black Agreement, Ms. Black is entitled to a base salary at the annualized rate of $0.3 million. Ms. Black will be eligible for a discretionary performance bonus up to 50% of her annual salary. Further, Ms. Black will be entitled to an additional bonus of $0.1 million upon the Company obtaining approval of the Shareholder Matters and $25.0 thousand upon the Designated Directors representing a majority of the Board of Directors. If Ms. Black is terminated for any reason, she will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such stock option. If Ms. Black is terminated by the Company for any reason other than cause or resigns for a good reason, Ms. Black will be entitled to a severance payment equal to 36 months of salary, which will be reduced to six months following the second anniversary of the Black Agreement, and all equity compensation shall be fully accelerated. In the event the Shareholder Matters are not approved by the shareholders, the Black Agreement will automatically terminate and the prior employment agreement will again be in full effect. On November 16, 2022, the Company entered into an Executive Employment Agreement with Kenneth Miller (the “Miller Agreement”), which replaced his prior employment agreement. Pursuant to the Miller Agreement, Mr. Miller will continue to be employed as Chief Operating Officer of the Company on an at-will-basis. During the term of the Miller Agreement, Mr. Miller is entitled to a base salary at the annualized rate of $0.3 million. Mr. Miller will be eligible for a discretionary performance bonus up to 75% of his annual salary. Further, Mr. Miller will be entitled to an additional bonus of $25.0 thousand upon the Designated Directors representing a majority of the Board of Directors. If Mr. Miller is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such stock option. If Mr. Miller is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Miller will be entitled to a severance payment equal to 36 months of salary, which will be reduced to 12 months following the second anniversary of the Miller Agreement, and all equity compensation shall be fully accelerated. In the event the Shareholder Matters are not approved by the shareholders, the Miller Agreement will automatically terminate and the prior employment agreement will again be in full effect. On November 16, 2022, the Company entered into an Executive Employment Agreement with Kevin Mohan (the “Mohan Agreement”), which replaced his prior employment agreement. Pursuant to the Mohan Agreement, Mr. Mohan will continue to be employed as Chief Investment Officer of the Company on an at-will-basis. During the term of the Employment Agreement, Mr. Mohan is entitled to a base salary at the annualized rate of $0.2 million. Mr. Mohan will be eligible for a discretionary performance bonus up to 75% of his annual salary. Further, Mr. Mohan will be entitled to an additional bonus of $0.1 million upon the Company obtaining approval of the Shareholder Matters and $25.0 thousand upon the Designated Directors representing a majority of the Board of Directors. If Mr. Mohan is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such stock option. If Mr. Mohan is terminated by the Company for any reason other than cause or resigns for a good reason, Mr. Mohan will be entitled to a severance payment equal to 36 months of salary, which will be reduced to six months following the second anniversary of the Mohan Agreement, and all equity compensation shall be fully accelerated. In the event the Shareholder Matters are not approved by the shareholders, the Mohan Agreement will automatically terminate and the prior employment agreement will again be in full effect. On November 16, 2022, the Company entered into an Executive Employment Agreement with Aimee Infante (the “Infante Agreement”), which replaced her prior employment agreement. Pursuant to the Infante Agreement, Ms. Infante will continue to be employed as Chief Marketing Officer of the Company on an at-will-basis. During the term of the Infante Agreement, Ms. Infante is entitled to a base salary at the annualized rate of $0.2 million. Ms. Infante will be eligible for a discretionary performance bonus up to 25% of her annual salary. Further, Ms. Infante will be entitled to an additional bonus of $25.0 thousand upon the Designated Directors representing a majority of the Board of Directors. If Ms. Infante is terminated for any reason, she will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to such stock option. If Ms. Infante is terminated by the Company for any reason other than cause or resigns for a good reason, Ms. Infante will be entitled to a severance payment equal to 36 months of salary, which will be reduced to six months following the second anniversary of the Infante Agreement, and all equity compensation shall be fully accelerated. In the event the Shareholder Matters are not approved by the shareholders, the Infante Agreement will automatically terminate, and the prior employment agreement will again be in full effect.

Reportable Operating Segments

Reportable Operating Segments	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Reportable Operating Segments	15. Reportable Operating Segments See Note 1 – Business organization and nature of operations for descriptions of our operating segments. The following table sets forth the results of operations for the relevant segments for the three and nine months ended September 30, 2023: For the Three Months Ended September 30, 2023 Sadot food service Sadot agri-foods Sadot farm operations Corporate adj. Total segments $’000 $’000 $’000 $’000 $’000 Revenues: Commodity sales — 179,464 511 — 179,975 Company restaurant sales, net of discounts 1,937 — — — 1,937 Franchise royalties and fees 245 — — — 245 Franchise advertising fund contributions 16 — — — 16 Other revenues — — — — — Total revenues 2,198 179,464 511 — 182,173 Operating Costs and Expenses: Cost of goods sold 2,167 176,617 484 — 179,268 Impairment of goodwill 828 — — — 828 Impairment of intangible assets 810 — — — 810 Depreciation and amortization expenses 382 — 61 — 443 Franchise advertising fund expenses 16 — — — 16 Pre-opening expenses — — 335 — 335 Post-closing expenses 60 — — — 60 Stock-based expenses — — — 1,075 1,075 Sales, general and administrative expenses 278 549 4 2,479 3,310 Total costs and expenses 4,541 177,166 884 3,554 186,145 (Loss) / income from operations (2,343) 2,298 (373) (3,554) (3,972) Other Income / (Expense): Other income 1 — — — 1 Interest expense, net (2) (5) — (294) (301) Change in fair value of accrued compensation — — — 297 297 Warrant modification expense — — — (958) (958) Loss on fair value remeasurement — (349) — — (349) Total other income / (expense), net (1) (354) — (955) (1,310) (Loss) / Income Before Income Tax (2,344) 1,944 (373) (4,509) (5,282) Income tax — — — 13 13 Net (loss) / income (2,344) 1,944 (373) (4,522) (5,295) Total assets 8,798 67,898 12,268 1,704 90,668 For the Nine Months Ended September 30, 2023 Sadot food service Sadot agri-foods Sadot farm operations Corporate adj. Total segments $’000 $’000 $’000 $’000 $’000 Revenues: Commodity sales — 547,389 511 — 547,900 Company restaurant sales, net of discounts 6,725 — — — 6,725 Franchise royalties and fees 767 — — — 767 Franchise advertising fund contributions 52 — — — 52 Other revenues 13 — — — 13 Total revenues 7,557 547,389 511 — 555,457 Operating Costs and Expenses: Cost of goods sold 7,295 537,023 485 — 544,803 Impairment of goodwill 828 — — — 828 Impairment of intangible assets 810 — — — 810 Depreciation and amortization expenses 1,456 — 61 — 1,517 Franchise advertising fund expenses 52 — — — 52 Pre-opening expenses 36 — 335 — 371 Post-closing expenses 172 — — 1 173 Stock-based expenses — — — 5,667 5,667 Sales, general and administrative expenses 449 1,136 4 5,586 7,175 Total costs and expenses 11,098 538,159 885 11,254 561,396 (Loss) / income from operations (3,541) 9,230 (374) (11,254) (5,939) Other Income / (Expense): Other income 1 — — 251 252 Interest income / (expense), net — (27) — (293) (320) Change in fair value of accrued compensation — — — 1,161 1,161 Warrant modification expense — — — (958) (958) Loss on fair value remeasurement — (349) — — (349) Total other income, net 1 (376) — 161 (214) (Loss) / Income Before Income Tax (3,540) 8,854 (374) (11,093) (6,153) Income tax 2 — — 16 18 Net (loss) / income (3,542) 8,854 (374) (11,109) (6,171) Total assets 8,798 67,898 12,268 1,704 90,668 The following table sets forth the results of operations for the relevant segments for the three and nine months ended September 30, 2022: For the Three Months Ended September 30, 2022 Sadot food service Sadot agri-foods Sadot farm operations Corporate adj. Total segments $’000 $’000 $’000 $’000 $’000 Revenues: Company restaurant sales, net of discounts 2,630 — — — 2,630 Franchise royalties and fees 170 — — — 170 Franchise advertising fund contributions 24 — — — 24 Total revenues 2,824 — — — 2,824 Operating Costs and Expenses: Cost of goods sold 2,710 — — — 2,710 Depreciation and amortization expenses 525 — — — 525 Franchise advertising fund expenses 24 — — — 24 Preopening expenses 117 — — — 117 Post-closing expenses 159 — — — 159 Stock-based expenses — — — 32 32 Sales, general and administrative expenses 76 — — 1,143 1,219 Total costs and expenses 3,611 — — 1,175 4,786 Loss from operations (787) — — (1,175) (1,962) Other Income / (Expense): Other income 43 — — 12 55 Interest income / (expense), net 12 — — (1) 11 Total other income, net 55 — — 11 66 Loss Before Income Tax (732) — — (1,164) (1,896) Income tax — — — 2 2 Net loss (732) — — (1,166) (1,898) Total assets 21,735 — — 3,649 25,384 For the Nine Months Ended September 30, 2022 Sadot food service Sadot agri-foods Sadot farm operations Corporate adj. Total segments $’000 $’000 $’000 $’000 $’000 Revenues: Company restaurant sales, net of discounts 8,075 — — — 8,075 Franchise royalties and fees 541 — — — 541 Franchise advertising fund contributions 58 — — — 58 Total revenues 8,674 — — — 8,674 Operating Costs and Expenses: Cost of goods sold 8,834 — — — 8,834 Depreciation and amortization expenses 1,490 — — — 1,490 Franchise advertising fund expenses 58 — — — 58 Preopening expenses 117 — — — 117 Post-closing expenses 159 — — — 159 Stock-based expenses — — — 82 82 Sales, general and administrative expenses 362 — — 3,258 3,620 Total costs and expenses 11,020 — — 3,340 14,360 Loss from operations (2,346) — — (3,340) (5,686) Other Income / (Expense): Other income / (expense) 55 — — (34) 21 Interest income / (expense), net 10 — — (27) (17) Gain on debt extinguishment 140 — — — 140 Total other income / (expense), net 205 — — (61) 144 Loss Before Income Tax (2,141) — — (3,401) (5,542) Income tax — — — 16 16 Net loss (2,141) — — (3,417) (5,558) Total assets 21,735 — — 3,649 25,384 With the creation of our Sadot LLC subsidiary in late 2022, we began to transform from a U.S.-centric restaurant business into a global, food-focused organization with three distinct segments. As a result, we have reevaluated and changed our operating segments late in 2023 to align with our three distinct segments. Previously we split out Muscle Maker Grill, Pokemoto, and SuperFit Foods as their own restaurant operating segments. Since Sadot Agri-Foods' operations is primarily in commodities trading and is such a large portion of the Company’s business, the Company segregated it into its own segment. With the successful purchase of farmland, the Company broke all Sadot Farming operations into its own segment and combined all restaurant operations into a segment under Sadot food services.

Fair Value Measurement

Fair Value Measurement	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurement	16. Fair Value Measurement The following tables presents information about the Company's assets and liabilities that are measure at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. September 30, 2023 Level 1 Level 2 Level 3 Total Financial liabilities: $’000 $’000 $’000 $’000 Derivative liability — 349 — 349 — 349 — 349 December 31, 2022 Level 1 Level 2 Level 3 Total Financial liabilities: $’000 $’000 $’000 $’000 Accrued compensation liability 3,602 — — 3,602 3,602 — — 3,602 There were no transfers between fair value levels during the three and nine months ended September 30, 2023. See Note 18 – Equity for details related to accrued compensation liability being fair valued using Level 1 inputs. See Note 14 – Commitments and contingencies and Note 17 – Financial instruments for details related to the Derivative liability being fair valued using Level 2 inputs. Derivative Liability The Derivative liability relates to the forward sale contract executed in September 2023. Refer to Note 14 – Commitments and contingencies, for a more detailed discussion of the transaction. The fair value of the derivative liability is based on quoted prices for similar assets and liabilities in active market or inputs that are observable which represent Level 2 measurements within the fair value hierarchy. The estimated fair value of the derivative liability is based on observable prices for similar assets sourced by an independent marketplace. During the three and nine months ended September 30, 2023, the fair value increased by $0.4 million.

Financial Instruments

Financial Instruments	9 Months Ended
	Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Financial Instruments	17. Financial Instruments Concentration of Credit Risk Commodity Price Risk The Company uses a combination of purchase orders and various short-term supply arrangements in connection with the purchase of corn, soybean and soybean products including certain commodities and agricultural products. We also enter into commodity futures, options and swap contracts to reduce the volatility of price fluctuations of wheat, soybean and corn. Commodity futures, options and swap contracts are either designated as cash-flow hedging instruments or are undesignated. Changes in the fair value on the portion of the derivative included in the assessment of hedge effectiveness of cash-flow hedges are recorded in other comprehensive income (loss), until earnings are affected by the variability of cash flows. The change in fair value on undesignated instruments is recorded in Other income / (expense). There were no current contracts at September 30, 2023. We net settle amounts due, if any, under the contract with our counterparty. Additionally, the Company is exposed to market risks primarily related to the volatility in the price of carbon credits. To manage these risks, the Company enters into forward sales contracts to sell carbon offset units from time to time. The Company evaluates its contracts to determine if such contracts qualify as derivatives under ASC 815. As the Company’s existing carbon offset contracts do not qualify for hedge accounting treatment, any changes in fair value are recorded as Gain (loss) on fair value remeasurement within Other income / (expense). The Company recorded a Derivative liability related to the forward sale agreement entered into on September 13, 2023. Refer to Note 14 – Commitments and contingencies for additional details on this agreement. The fair value of the Derivative liability is based on quoted prices for similar assets and liabilities in active market or inputs that are observable, which represent Level 2 measurements within the fair value hierarchy. The estimated fair value of the Derivative liability was determined based on observable prices for comparable assets sourced from an independent marketplace. During the three and nine months ended September 30, 2023, the fair value of the Derivative liability increased by $0.4 million. See Note 2 – Significant accounting policies, Note 14 – Commitments and contingencies and Note 16 – Fair value measurement for further details regarding the Derivative liability.

Equity

Equity	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Equity	18. Equity Stock Option and Stock Issuance Plan 2021 Plan The Company’s board of directors and shareholders approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”), effective on September 16, 2020 under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2021 Plan, the Company reserved 1.5 million shares of common stock for issuance. As of September 30, 2023, 0.7 million shares have been issued and 0.8 million options to purchase shares have been awarded under the 2021 Plan. 2023 Plan The Company’s board of directors and shareholders approved and adopted on February 28, 2023 the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2023 Plan, the Company reserved 2.5 million shares of common stock for issuance. As of September 30, 2023, 0.3 million shares have been issued and 0.1 million option to purchase shares have been awarded under the 2023 Plan. Common Stock Issuances On January 6, 2022, the Company authorized the issuance of an aggregate of 39.6 thousand shares of common stock to the members of the board of directors as compensation earned during the third quarter of 2022. The Company accrued for the liability as of September 30, 2022. On January 18, 2022, the Company issued an aggregate of 30.0 thousand shares of common stock of the Company to a consultant that assisted with the acquisition of SuperFit Foods and Pokemoto, with an aggregate fair value amount of $15.6 thousand. The Company accrued for the liability as of September 30, 2022. On March 31, 2022, the Company authorized the issuance of an aggregate of 0.1 million shares of common stock to the members of the board of directors as compensation earned during the first quarter of 2022. On April 4, 2022, the Company authorized the issuance of 20.0 thousand shares of common stock to a member of the executive team per the employment agreement. The stock was not fully earned until April 4, 2022. On June 8, 2022, the Company authorized the issuance of 5.0 thousand shares of common stock to a contractor for work done at a Company owned location. On June 30, 2022, the Company recognized 30.9 thousand shares of common stock for book purpose to reconcile the shares outstanding to the transfer agent report. On July 14, 2022, the Company authorized the issuance of an aggregate of 0.1 million shares of common stock to the members of the board of directors as compensation earned during the second quarter of 2022. On October 12, 2022, the Company authorized the issuance of an aggregate of 0.1 million shares of common stock to the members of the board of directors as compensation earned during the third quarter of 2022. On November 29, 2022, the Company authorized the issuance of an aggregate of 0.4 million shares of common stock in connection with the exercise of pre-funded warrants. On January 5, 2023, the Company authorized the issuance of an aggregate of 31.3 thousand shares of common stock to the members of the board of directors as compensation earned during the fourth quarter of 2022. On March 27, 2023, the Company authorized the issuance of 2.8 million shares of common stock to Aggia as consulting fees earned during the fourth quarter of 2022. On May 25, 2023, the Company authorized the issuance of 2.7 million shares of common stock to Aggia as consulting fees earned during the first quarter of 2023. On June 30, 2023, the Company vested 0.9 million shares of common stock to Aggia as consulting fees earned during the second quarter of 2023. On July 11, 2023, the Company authorized the issuance of an aggregate of 32.9 thousand shares of common stock to the members of the board of directors as compensation earned during the second quarter of 2023. On July 14, 2023, The Company issued 8.9 million Restricted Share Awards, with an effective issuance date of April 1, 2023. On August 15, 2023, the Company authorized the issuance of 0.1 million shares of common stock to a consultant for services rendered. On September 25, 2023, the Company authorized the issuance of 0.2 million shares of common stock in fees to a consultant for services rendered related to the SEPA. On September 30, 2023, the Company vested 0.5 million shares of common stock to Aggia as consulting fees earned during the third quarter of 2023. Change in fair value of accrued compensation on the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Loss is made up of the difference between the agreed upon issuance price, per the servicing agreement with Aggia and the market price on the day of issuance. For the three and nine months ended September 30, 2023, Change in fair value of accrued compensation was $0.3 million and $1.2 million, respectively. Private Placements On April 7, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) pursuant to which the investor agreed to purchase from the Company for an aggregate purchase price of approximately $10.0 million (i) 1.3 million shares of common stock of the Company (ii) a common stock purchase warrant to purchase up to 4.1 million shares of common stock (the “Common Warrant”) and (iii) a pre-funded common stock purchase warrant to purchase up to 2.9 million shares of common stock (the “pre-funded warrant”). Each share and accompanying common warrant is being sold together at a combined offering price of $2.43 per share and Common Warrant, and each pre-funded warrant and accompanying common warrant is being sold together at a combined offering price of $2.42 per pre-funded warrant and accompanying common warrant. The pre-funded warrant is immediately exercisable, at a nominal exercise price of $0.01 per share, and may be exercised at any time until the pre-funded warrant are fully exercised. The common warrant will have an exercise price of $2.43 per share, are immediately exercisable and will expire 5.5 years from the date of issuance. The Private Placement closed on April 9, 2021. The Securities Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties thereto. Pursuant to the Securities Purchase Agreement, the Company was required to register the resale of the shares and the shares issuable upon exercise of the common warrant and the pre-funded warrant. The Company prepared and filed a registration statement with the Securities and Exchange Commission within 30 days of the date of the Securities Purchase Agreement and to used commercially reasonable efforts to have the registration statement declared effective within 90 days of the closing of the Private Placement. Pursuant to a placement agency agreement, dated April 6, 2021, between the Company and A.G.P./Alliance Global Partners (the “Placement Agent”) entered into in connection with the Private Offering, the Placement Agent acted as the sole placement agent for the Private Placement and the Company has paid customary placement fees to the Placement Agent, including a cash fee equal to 8.0% of the gross proceeds raised in the Private Placement and a common stock purchase warrant to purchase shares of common stock in an amount equal to 4.0% of the Shares and shares of common stock issuable upon exercise of the warrants sold in the Private Placement, the warrant has an exercise price of $2.916 per share and is exercisable commencing six months from the date of the pricing of the Private Placement for a period of five years after such date. Pursuant to the Placement Agency Agreement, the Company has also agreed to reimburse certain expenses of the placement agent incurred in connection with the Private Placement. On November 17, 2021, the Company entered into a Securities Purchase Agreement with accredited investors (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) pursuant to which the investors (the “Purchasers”) agreed to purchase from the Company for an aggregate purchase price of approximately $15.0 million (i) 6.8 million shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (the “common stock”) (ii) a common stock purchase warrant to purchase up to 10.8 million shares of common stock (the “common warrant”) and (iii) a pre-funded common stock purchase warrant to purchase up to 4.1 million shares of common stock (the “pre-funded warrant”). Each share and accompanying common warrant were being sold together at a combined offering price of $1.385 per share and common warrant, and each pre-funded warrant and accompanying Common Warrant is being sold together at a combined offering price of $1.3849 per pre-funded warrant and accompanying common warrant. The pre-funded warrant is immediately exercisable, at a nominal exercise price of $0.0001 per share, and may be exercised at any time until the pre-funded warrant is fully exercised. The common warrant will have an exercise price of $1.385 per share, are immediately exercisable and will expire 5 years from the date of issuance. The Private Placement closed on November 22, 2021. The Securities Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties thereto. Pursuant to the Securities Purchase Agreement, the Company is required to register the resale of the shares and the shares issuable upon exercise of the common warrant and the pre-funded warrant. The Company was required to prepare and file a registration statement with the Securities and Exchange Commission within 30 days of the date of the Securities Purchase Agreement and used commercially reasonable efforts to have the registration statement declared effective within 90 days of the closing of the Private Placement. Pursuant to a placement agency agreement, dated November 17, 2021, between the Company and A.G.P./Alliance Global Partners (the “Placement Agent”) entered into in connection with the Private Offering, the Placement Agent acted as the sole placement agent for the Private Placement and the Company has paid customary placement fees to the Placement Agent, including a cash fee equal to 8.0% of the gross proceeds raised in the Private Placement and a common stock purchase warrant to purchase shares of Common Stock in an amount equal to 4.0% of the Shares and shares of common stock issuable upon exercise of the warrants sold in the Private Placement, which warrant has an exercise price of $1.662 per share and is exercisable commencing six months from the date of the pricing of the Private Placement for a period of five years after such date. Pursuant to the Placement Agency Agreement, the Company has also agreed to reimburse certain expenses of the placement agent incurred in connection with the Private Placement. The warrants for the November 17, 2021, private placement for the Placement Agents were issued in the fourth quarter of 2022. Restricted Share Awards Per Addendum 2, on July 14, 2023, the Company issued Restricted Share Awards ("RSA's") to Aggia. These RSA are considered issued as of the effective date on April 1, 2023. Pursuant to the Services Agreement these RSA's vest on a progressive schedule, at a rate equal to the Net Income of Sadot LLC, calculated quarterly divided by $3.125, which for accounting purposes shall equal 40% of the net income of Sadot LLC, calculated quarterly divided by $1.25. Shares shall be considered issued and outstanding as of the Addendum Date and Aggia shall hold rights associated with such Shares; provided, however, Shares not earned or purchased may not be transferred, offered, pledged, sold, subject to a contract to sell, granted any options for the sale of or otherwise disposed of, directly or indirectly. At September 30, 2023, there was 7.5 million restricted stock awards outstanding. A summary of the activity related to the restricted stock awards, is presented below: Total RSA's Weighted-average $ Outstanding at December 31, 2022 — — Granted 8,855,452 1.25 Forfeited — — Vested (1,392,721) 1.25 Outstanding at September 30, 2023 7,462,731 1.25 See Note 14 – Commitments and contingencies for further details on Restricted Share Awards. Warrant and Option Valuation The Company has computed the fair value of warrants granted and options accrued for as accrued compensation expense using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected term of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Options On February 27, 2023, the Company issued options to purchase an aggregate of 0.5 million shares of the Company's common stock to officers and directors. The options had an exercise price of $1.51 per share and vest ratably over 20 quarters with the first vesting occurring March 31, 2023. On March 15, 2023, the Company issued options to purchase 0.1 million shares of the Company's common stock. The options had an exercise price of $1.51 per share and vest ratably over 20 quarters with the first vesting occurring March 31, 2023. A summary of option activity is presented below: Weighted-average Number of Weighted-average Aggregate intrinsic value $ $’000 Outstanding, December 31, 2021 5.00 100,000 1.91 — Granted 0.41 312,500 5.21 12 Exercised — — N/A — Forfeited — — N/A — Outstanding, September 30, 2022 1.52 412,500 4.29 — Expected to vest, September 30, 2022 0.41 296,875 5.21 — Exercisable and vested, September 30, 2022 4.38 115,625 1.93 — Outstanding, December 31, 2022 1.52 412,500 3.53 156 Granted 1.51 600,000 5.67 — Exercised — — N/A — Forfeited — — N/A — Outstanding, September 30, 2023 1.51 1,012,500 4.49 90 Expected to vest, September 30, 2023 1.18 731,233 5.05 64 Exercisable and vested, September 30, 2023 2.39 281,267 3.04 26 The Company has estimated the fair value of the options using the Black-Scholes model using the following assumptions: Nine Months Ended Risk free interest rate 3.54-4.93% Expected term (years) 5.63 Expected volatility 53.99-69.02% Expected dividends — Warrants On January 3, 2022, the Company issued 1.2 million shares of common stock in connection with the cashless exercise of the pre-funded warrants. Pursuant to the terms of the pre-funded warrants a total of 1.2 million warrants were exercised. On February 24, 2022, the Company issued 1.2 million shares of common stock in connection with the cashless exercise of the pre-funded warrants. Pursuant to the terms of the pre-funded warrants a total of 1.2 million warrants were exercised. On November 29, 2022, the Company issued 0.4 million shares of common stock in connection with the exercising of pre-funded warrants for $44. Warrant Exercise Agreement On July 27, 2023 (the “Closing Date”), the Company entered into a Warrant Exercise Agreement (the “Exercise Agreement”) with Altium Growth Fund Ltd. (the “Exercising Holder”), the holder of outstanding warrants to purchase 2.2 million shares of common stock of the Company issued in November 2021 (collectively, the “Original Warrants”), whereby the Exercising Holder exercised the Original Warrants in consideration of 2.2 million shares of common stock (the “Shares”). The Company received aggregate gross proceeds before expenses of approximately $2.2 million. In order to induce the Exercising Holder to exercise the Original Warrants, the Company reduced the exercise price on the Original Warrants from $1.385 to $1.00 per share. In connection with the exercise of the Original Warrants, we issued an additional warrant to Altium that is exercisable to acquire 2.2 million shares of common stock (the “Additional Warrant”) exercisable at a per share price of $2.40. Additional Warrants Issued In connection with the exercise of the Original Warrants, the Company issued an additional warrant to the Exercising Holder that is exercisable for the number of shares of common stock equal to one hundred percent of the Shares purchased by the Exercising Holder (the “Additional Warrant”). The Additional Warrant is substantially identical to the Original Warrants, except that the exercise price of the Additional Warrant is $2.40. The Company is obligated to file a registration statement covering the shares of common stock underlying the warrants within 30 days and to have the registration statement declared effective within 90 days after filing with the Commission. A summary of warrants activity during the nine months ended September 30, 2023 and 2022 is presented below: Weighted-average Number of Weighted-average Aggregate intrinsic value $ $’000 Outstanding, December 31, 2021 1.66 20,284,016 3.99 — Granted — — N/A — Exercised 0.01 (2,410,110) N/A — Forfeited — — N/A — Outstanding, September 30, 2022 1.89 17,873,906 3.77 — Exercisable, September 30, 2022 1.89 17,873,906 3.77 — Outstanding, December 31, 2022 1.93 18,033,640 3.51 — Granted 2.40 2,153,309 3.14 — Exercised 1.00 (2,153,309) 3.15 215 Forfeited — — N/A — Outstanding, September 30, 2023 2.02 18,033,640 2.80 — Exercisable, September 30, 2023 2.02 18,033,640 2.80 — Stock-Based Expenses Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $1.1 million and $5.7 million, respectively for the three and nine months ended September 30, 2023, of which $20.3 thousand and $0.1 million were executive compensation, $0.1 million and $0.1 million were given to the board of directors, $0.3 million and $0.4 million were given to consultants for services rendered and $0.7 million and $5.1 million were stock-based consulting expenses paid to related party. For the three and nine months ended September 30, 2022, Stock-based expenses were $32.0 thousand and $0.1 million, respectively, of which $3.2 thousand and $17.7 thousand were executive compensation and $28.5 thousand and $28.5 thousand were given to the board of directors and $0.0 thousand and $36.0 thousand were given to consultants for services rendered.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	19. Related Party Transactions The Company held a Special Meeting on February 28, 2023. Of the 29.3 million shares of Common Stock outstanding on January 19, 2023, the record date, 17.2 million shares were represented at the Special Meeting, in person or by proxy, constituting a quorum. At the meeting, the shareholders approved (i) the Services Agreement whereby Sadot LLC engaged Aggia, to provide certain advisory services to Sadot LLC for managing Sadot LLC’s business of wholesaling food and engaging in the purchase and sale of physical food commodities (the “Sadot Agri-Foods Transaction”); (ii) an amendment of the Company’s articles of incorporation to increase the number of authorized shares of common stock from 50.0 million to 150.0 million; (iii) for purposes of complying with NASDAQ Listing Rule 5635(b), the issuance of the Shares pursuant to the Services Agreement entered between the Company, Sadot LLC and Aggia representing more than 20% of our common stock outstanding, which would result in a “change of control” of the Company under applicable Nasdaq listing rules; (iv) for purposes of complying with NASDAQ Listing Rule 5635(c), the issuance of up to 14.4 million Shares of Common Stock to Aggia pursuant to the Services Agreement and net income generated thresholds; (v) the right of Aggia to nominate up to eight directors to the Board of Directors subject to achieving net income thresholds as set forth in the Services Agreement; and (vi) the adoption of the 2023 Equity Incentive Plan. In April 2023, the Company recognized a related party relationship between newly appointed directors of the Company and Aggia. As of September 30, 2023, Aggia owned 26.9% of the Company's common stock. During the three and nine months ended September 30, 2023, the Company recorded Stock-based expenses of $0.7 million and $5.1 million to its related party, Aggia for consulting services rendered. Additionally, for the three and nine months ended September 30, 2023, the Company reimbursed Aggia for certain operating costs related to Sadot Agri-Foods of $1.0 million and $2.8 million, respectively. The Company will continue to monitor and evaluate its related party transactions to ensure that they are conducted in accordance with applicable laws and regulations and in the best interests of the Company and its shareholders.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	20. Subsequent Events Common Stock Issuance On October 2, 2023, the Company authorized the issuance of an aggregate of 0.1 million shares of common stock to the members of the board of directors as compensation earned during the third quarter of 2023. On October 23, 2023, the Company authorized the issuance of 0.1 million shares of common stock to consultants for services rendered. On November 6, 2023, the Company authorized the issuance of 0.1 million shares of common stock in connection with the conversion of note payables. Promissory Notes On October 30, 2023, the Company received cash advance of $1.0 million on the Yorkville Convertible Promissory Note. On November 3, 2023, the Company issued a Promissory Note in the principal amount of $3.0 million in consideration of cash in the amount of $3.0 million. The Promissory Note is due on February 6, 2024. Nasdaq Notice On November 7, 2023, the Company received notice from The Nasdaq Stock Market (“Nasdaq”) that the closing bid price for the Company’s common stock had been below $1.00 per share for the previous 30 consecutive business days, and that the Company is therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Rule”). Nasdaq’s notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market. The notice indicates that the Company will have 180 calendar days, until May 6, 2024, to regain compliance with this requirement. The Company can regain compliance with the $1.00 minimum bid listing requirement if the closing bid price of its common stock is at least $1.00 per share for a minimum of ten (10) consecutive business days during the 180-day compliance period. If the Company does not regain compliance during the initial compliance period, it may be eligible for additional time of 180 calendar days to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for market value of our publicly held shares and all other Nasdaq initial listing standards, except the bid price requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period. If the Company is not eligible or it appears to Nasdaq that the Company will not be able to cure the deficiency during the second compliance period, Nasdaq will provide written notice to the Company that the Company’s common stock will be subject to delisting. In the event of such notification, the Company may appeal Nasdaq’s determination to delist its securities, but there can be no assurance that Nasdaq would grant the Company’s request for continued listing. The Company intends to actively monitor the minimum bid price of its common stock and may, as appropriate, consider available options to regain compliance with the Rule. There can be no assurance that the Company will be able to regain compliance with the Rule or will otherwise be in compliance with other Nasdaq listing criteria. Company Update The Company passed a unanimous board resolution on September 21, 2023, naming Benjamin Petel the Company Secretary effective October 1, 2023.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the Unaudited Condensed Consolidated Financial Statements of the Company as of September 30, 2023, and for the three and nine months ended September 30, 2023, and 2022. The results of operations for the three and nine months ended September 30, 2023, and 2022 are not necessarily indicative of the operating results for the full year. It is suggested that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2022. The Balance Sheet as of December 31, 2022, has been derived from the Company’s audited Financial Statements.
Principles of Consolidation and Non-controlling Interests	Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiary. Any intercompany transactions and balances have been eliminated in consolidation. Non-controlling Interests The Company consolidates entities in which the Company has a controlling financial interest. The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting rights. Non-controlling interests represent third-party equity ownership interests in the Company’s consolidated entities. The amount of net income attributable to Non-controlling interests is disclosed in the Unaudited Condensed Consolidated Statements of Income and Other Comprehensive Loss
Reclassifications	Reclassifications Certain prior period balances have been reclassified in order to conform to current period presentation. These reclassifications have no effect on the previously reported results of operations or loss per share.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates include: • the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets; • the estimated useful lives of intangible and depreciable assets; • estimates and assumptions used to value warrants and options; • the recognition of revenue; and • the recognition, measurement and valuation of current and deferred income taxes. Estimates and assumptions are periodically reviewed, and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2023 or December 31, 2022.
Inventory	Inventory Inventory, which are stated at the lower of cost or net realizable value, consist primarily of commodity trade shipments in-transit related to our Agri-foods operations, perishable food items and supplies related to our Food service operation, and raw materials, supplies and harvested crops related to our Farming operations. Cost is determined using the first-in, first-out method.
Purchases of Farmland	Purchase of Farmland On May 16, 2023, the Company through its wholly owned subsidiary, Sadot LLC, entered into a Purchase of Right and Variation Agreement (the “Variation Agreement”) with Zamproagro Limited, a Liberian corporation (“ZPG”) and Cropit Farming Limited, a Zambian corporation (“Cropit”) pursuant to which ZPG assigned all of its rights, liabilities and obligations of the Put and Call Option Agreement Over Land entered between ZPG and Cropit dated December 29, 2022 (the “Put Land Agreement”) to Sadot LLC, which provided ZPG with a one year call option to acquire 70% of 4,942 acres (2000 hectares) of producing agricultural land along with buildings and related assets located within the Mkushi Farm Block of Zambia’s Region II agricultural zone (the “Farm”) for a purchase price of approximately $8.5 million USD. On May 16, 2023, Sadot LLC and Cropit entered into Joint Venture Shareholders Agreement pursuant to which the parties agreed to form a new entity in Zambia to serve as a joint venture with respect to the farming of the Farm. The joint venture is named Sadot Enterprises Limited (“Sadot Zambia”) with Sadot LLC holding 70% of the equity and Cropit holding 30% of the equity. Sadot Zambia will hold 100% of the Farm. Sadot LLC and Cropit each appointed one director to the Board of Directors of Sadot Zambia. Further, Sadot LLC contributed $3.5 million into escrow for the primary purpose of discharging a loan secured by the Farm held by ABSA Bank. On May 16, 2023, Sadot LLC, Cropit and Chibesakunda & Co., as escrow agent (the “Escrow Agent”) entered into an Escrow Agreement pursuant to which the Escrow Agent held all documentation required to allot Sadot LLC 70% of Sadot Zambia, documentation required to transfer the Farm to Sadot Zambia and USD $3.5 million contributed by Sadot LLC. Upon closing and completion of the asset acquistion of the farmland and some related property equipment, on August 23, 2023, the Escrow Agent released the required funds to ABSA Bank and released the required documentation with respect to the allocation of Sadot LLC’s interest in Sadot Zambia and the transfer of the Farm. The asset acquisition consisted of property and equipment of $8.5 million. Cropit contributed land of $3.7 million for its non-controlling interest of the joint venture. The property and equipment that were purchased in the asset acquisition are as follows: As of August 23, 2023 $’000 Furniture and Equipment 211 Vehicles 203 Land and land improvements 11,766 12,180
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated Depreciation and amortization expenses. Major improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation and amortization expenses are calculated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset. The estimated useful lives are as follows: Furniture and equipment 3 – 7 years Leasehold improvements 1 – 8 years Vehicles 5 - 10 years Land Improvements 3 -20 years
Intangible Assets	Intangible Assets The Company accounts for recorded intangible assets in accordance with the Accounting Standards Codification (“ASC’) 350 “Intangibles – Goodwill and Other”. In accordance with ASC 350, the Company does not amortize intangible assets having indefinite useful lives. The Company determined that as of January 1, 2022, – the trademark – Muscle Maker had a finite life of 3 years and is amortizing the value over the new estimated life. The Company’s goodwill has an indefinite life and is not amortized, but are evaluated for impairment at least annually, or more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. The useful lives of the Company’s intangible assets are: Franchisee agreements 13 years Franchise license 10 years Trademarks 3 – 5 years Domain name, Customer list and Proprietary recipes 3 – 7 years Non-compete agreements 2 – 3 years
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets When circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income.
Convertible Instruments	Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”). If the instrument is determined not to be a derivative liability, the conversion feature is not required to be accounted for separately as an embedded derivative, in accordance to ASU 2020-06. The Company amortizes debt issuance costs over the term of the Convertible Loan Note as interest expense utilizing the effective interest method on the Company’s Consolidated Statement of Operations and Other Comprehensive Loss. As of September 30, 2023, the Company deemed there was no embedded derivative and did not need to be bifurcated and recorded as a derivative liability.
Related Party Transactions	Related Parties A party is considered to be related to the Company if the party directly, indirectly, or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Revenue Recognition	Revenue Recognition The Company’s revenues consist of Commodity sales, Restaurant sales, Franchise royalties and fees, Franchise advertising fund contributions, and Other revenues. The Company recognizes revenues according to Topic 606 of FASB, “Revenue from Contracts with Customers”. Under the guidance, revenue is recognized in accordance with a five-step revenue model, as follows: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) the entity satisfies a performance obligation. In applying this five-step model, we made significant judgments in identifying the promised goods or services in our contracts with franchisees that are distinct, and which represent separate performance obligations. Commodity Sales Commodity sale revenue is generated by our Sadot Agri-Foods and Farming operating units and is recognized when the commodity is delivered as evidenced by the bill of lading or physical delivery and the invoice is prepared and submitted to the customer. During the three and nine months ended September 30, 2023, the Company recorded Commodity sales revenues of $180.0 million and $547.9 million, respectively. The Company did not have any Commodity sales revenue during the three and nine months ended September 30, 2022. Restaurant Sales Retail store revenue at Company-operated restaurants is recognized when payment is tendered at the point of sale, net of sales tax, discounts and other sales-related taxes. The Company recorded retail store revenues of $1.9 million and $6.7 million during the three and nine months ended September 30, 2023 and $2.6 million and $8.1 million for the three and nine months ended September 30, 2022, respectively. The Company sells gift cards which do not have an expiration date, and it does not deduct dormancy fees from outstanding gift card balances. The Company recognizes revenues from gift cards as restaurant revenues once the Company performs its obligation to provide food and beverage to the customer simultaneously with the redemption of the gift card or through gift card breakage, as discussed in Other revenues below. Franchise Royalties and Fees Franchise revenues consists of royalties, initial franchise fees and rebates. Royalties are based on a percentage of franchisee net sales revenue. The Company recognizes the royalties as the underlying sales occur. The Company recorded revenue from royalties of $0.2 million and $0.5 million during the three and nine months ended September 30, 2023 and $0.1 million and $0.4 million during the three and nine months ended September 30, 2022, respectively, which is included in Franchise royalties and fees on the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss. The Company provides the franchisees with management expertise, training, pre-opening assistance, and restaurant operating assistance in exchange for the multi-unit development fees and initial franchise fees. The Company capitalizes these fees upon collection from the franchisee. These initial fees are then recognized as franchise fee revenue on a straight-line basis over the life of the related franchise agreements and any exercised renewal periods. Cash payments are due upon the execution of the related franchise agreement. The Company’s performance obligation with respect to franchise fee revenues consists of a license to utilize the Company’s brand for a specified period of time, which is satisfied equally over the life of each franchise agreement. If a franchise location closes or a franchise agreement is terminated for any reason, the unrecognized revenue will be recognized in full at that time. The Company recorded revenue from initial franchise fees of $22.8 thousand and $0.2 million during the three and nine months ended September 30, 2023 and $18.7 thousand and $0.1 million for the three and nine months ended September 30, 2022, respectively, which is included in Franchise royalties and fees on the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss. The Company has supply agreements with certain food and beverage vendors. Pursuant to the terms of these agreements, rebates are provided to the Company based upon the dollar volume of purchases for all company-owned and franchised restaurants from these vendors. Rebates earned on purchases by franchise stores are recorded as revenue during the period in which the related food and beverage purchases are made. The Company recorded revenue from rebates of $29.7 thousand and $0.1 million during the three and nine months ended September 30, 2023 and $22.3 thousand and $0.1 million for the three and nine months ended September 30, 2022, respectively, which is included in Franchise royalties and fees on the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss. Rebates earned on purchases by Company-owned stores are recorded as a reduction of Food and beverage costs during the period in which the related food and beverage purchases are made. Franchise Advertising Fund Contributions Under the Company’s franchise agreements, the Company and its franchisees are required to contribute a certain percentage of revenues to a national advertising fund. The Company’s national advertising services are provided on a system-wide basis and therefore, not considered distinct performance obligations for individual franchisees. In accordance with Topic 606, the Company recognizes these sales-based advertising contributions from franchisees as franchise revenue when the underlying franchisee Company incurs the corresponding advertising expense. The Company records the related advertising expenses as incurred under Sales, general and administrative expenses. When an advertising contribution fund is over-spent at year-end, advertising expenses will be reported on the Unaudited Condensed Consolidated Statement of Operations in an amount that is greater than the revenue recorded for advertising contributions. Conversely, when an advertising contribution fund is under-spent at a period-end, the Company will accrue advertising costs up to advertising contributions recorded in revenue. The Company recorded contributions from franchisees of $16.0 thousand and $0.1 million, respectively, during the three and nine months ended September 30, 2023 and $24.0 thousand and $0.1 million for the three and nine months ended September 30, 2022, which are included in Franchise advertising fund contributions on the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss. Other Revenues Gift card breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction. The determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. Gift card liability is recorded in other current liabilities on the Unaudited Condensed Consolidated Balance Sheets The Company had Other revenues of $13.0 thousand for the nine months ended September 30, 2023. There were no Other revenues for the three months ended September 30, 2023. There were no Other revenue for the three and nine months ended September 30, 2022. Deferred Revenue Deferred revenue primarily includes initial franchise fees received by the Company, which are being amortized over the life of the Company’s franchise agreements. Deferred revenue is recognized in income over the life of the franchise agreements. If a franchise location closes or a franchise agreement is terminated for any reason, the remaining deferred revenue will be recognized in full at that time.
Stock-Based Expenses And Stock Based Compensation	Stock-Based Expenses Stock-based expenses include all expenses that are paid with stock. This includes stock-based consulting fees due to Aggia and other consultants, stock compensation paid to the Company's board of directors, and stock compensation paid to employees. The consulting fees due to Aggia related to ongoing Sadot Agri-Foods and Farming operations and expansion of the global agri-commodities business. Based on the initial Services Agreement with Aggia LLC FZ, a Company formed under the laws of United Arab Emirates (“Aggia”), the consulting fees were calculated at approximately 80.0% of the Net Income generated by Sadot LLC through March 31, 2023. As of April 1, 2023 the consulting agreement was amended to calculate consulting fees on 40.0% of the Net income generated by Sadot LLC. See Note 14 – Commitments and contingencies for further details. For the three and nine months ended September 30, 2023, $1.1 million and $5.7 million, respectively, and $32.0 thousand and $0.1 million, respectively, for the three and nine months ended September 30, 2022. are recorded as Stock-based expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally recorded on the grant date and re-measured on financial reporting dates and vesting dates until the service period is complete. The fair value amount of the award is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period.
Advertising	Advertising Advertising costs are charged to expense as incurred. Advertising costs of $0.8 million and $1.1 million for the three and nine months ended September 30, 2023 and $0.1 million and $5.9 thousand for the three and nine months ended September 30, 2022, respectively, are included in Sales, general and administrative expenses. The 2022 advertising expense for the three month September 30, 2022 is more than the advertising expense for the nine month September 30, 2022 due to a reclassification to Franchise advertising fund expense. For the three and nine months ended September 30, 2023 and 2022, $32.2 thousand, $36.0 thousand, $0.1 million and $0.2 million, respectively, are included in Cost of goods sold in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss.
Net Income / Loss per Share	Net Income / Loss per Share Basic earnings per common share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed using the weighted average number of common shares outstanding during the period plus any potentially dilutive common shares, resulting from the exercise of warrants, options or the conversion of convertible notes payable, calculated using the treasury stock method. The following securities are excluded from the calculation of weighted average diluted common shares at September 30, 2023 and 2022, respectively, because their inclusion would have been anti-dilutive: September 30, 2023 2022 ( '000 ( '000 Warrants 17,783 17,874 Options 1,013 388 Restricted stock awards 7,463 — Convertible debt 4,351 25 Total potentially dilutive shares 30,610 18,287 The following table sets forth the computation of basic and dilutive net loss per share attributable to the Company’s stockholders: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands, except for share count and per share data) Net loss (5,295) (1,898) (6,171) (5,558) Weighted-average shares outstanding: Basic 37,421,915 28,762,761 33,443,938 28,412,655 Effect of potentially dilutive stock options — — — — Diluted 37,421,915 28,762,761 33,443,938 28,412,655 Net loss per share: Basic (0.14) (0.07) (0.18) (0.20) Diluted (0.14) (0.07) (0.18) (0.20)
Major Vendor	Major Vendors The Company engages various vendors to purchase commodities for resale and distribute food products to their Company-owned restaurants. Purchases from the Company’s largest commodity supplier totaled 99% for the three months ended September 30, 2023 and Purchases from the Company’s four largest commodity suppliers totaled 94% of the Company’s purchases for the nine months ended September 30, 2023. Purchases from the Company’s largest food service supplier totaled 39% and 33% for the three and nine months ended September 30, 2022, respectively.
Financial Instruments And Derivative Instruments	Derivative Instruments The Company is exposed to market risks primarily related to the volatility in the price of carbon credits. To manage these risks, the Company enters into forward sales contracts to sell carbon offset units from time to time. The Company evaluates its contracts to determine if such contracts qualify as derivatives under FASB Accounting ASC 815, “Derivatives and Hedging” (“ASC 815”). Derivative instruments are recorded as either assets or liabilities measured at their fair values. As the Company’s existing contracts do not qualify for hedge accounting treatment, any changes in fair value are recorded as Gain / (loss) on fair value remeasurement within “Other income / (expense)” in the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Loss for each reporting period. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is probable within the next 12 months from the balance sheet date. The Company does not offset its derivative assets and liabilities within the Unaudited Condensed Consolidated Balance Sheets. Changes in the fair value of derivative instruments are recorded as an adjustment to operating activities in the condensed consolidated statement of cash flows. Financial Instruments Derivatives Derivatives are initially measured at fair value and than are subsequently remeasured to fair value at the reporting date. Carbon Credits are derivatives that were purchased and sold at a later date at a fixed or determinable price for a specified period. Changes in fair value are recognized in Gain / (loss) on fair value remeasurement in the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Loss, as appropriate. We use derivative financial instruments primarily for purposes of hedging exposures to fluctuations in agricultural commodity prices. We enter into these derivative contracts for periods consistent with the related underlying exposures, and the contracts do not constitute positions independent of those exposures. We do not enter into derivative contracts for speculative purposes and do not use leveraged instruments. We record all open contract positions on our Unaudited Condensed Consolidated Balance Sheets at fair value and typically do not offset these assets and liabilities. There were no open positions at September 30, 2023.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of the FASB Accounting ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as Sales, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss.
Currency Translation Differences	Currency Translation Differences Transactions in foreign currencies are translated to the respective functional currencies of Company's at the average foreign exchange rates for income and expenses. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the foreign exchange rate ruling as of the reporting period end date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognized in the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Loss.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires companies to recognize lease liabilities and corresponding right-of-use leased assets on the Balance Sheets and to disclose key information about leasing arrangements. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU No. 2016-02 is effective for annual periods beginning after December 15, 2021, with early adoption permitted. Additionally, in 2018 and 2019, the FASB issued the following Topic 842–related ASUs: • ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842, which clarifies the applicability of Topic 842 to land easements and provides an optional transition practical expedient for existing land easements; • ASU 2018-10, Codification Improvements to Topic 842, Leases, which makes certain technical corrections to Topic 842; • ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows companies to adopt Topic 842 without revising comparative period reporting or disclosures and provides an optional practical expedient to lessors to not separate lease and non-lease components of a contract if certain criteria are met; and • ASU 2019-01, Leases (Topic 842): Codification Improvements, which provides guidance for certain lessors on determining the fair value of an underlying asset in a lease and on the cash flow statement presentation of lease payments received; ASU No. 2019-01 also clarifies disclosures required in interim periods after adoption of ASU No. 2016-02 in the year of adoption. The Company adopted Topic 842 as of January 1, 2022 and recognized a cumulative-effect adjustment to the opening balance of accumulated deficit of $15.0 thousand as of the adoption date, and recognized an additional $7.8 thousand during the second quarter of 2022, based on updated information on two of our leases, for an aggregate cumulative-effect adjustment to accumulated deficit of $22.8 thousand. See Note 10 – Leases for further details. In October 2021, the FASB issued ASU 2021-08 Business Combinations (“Topic 805”): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers”, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The adoption of this guidance did not have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended subsequently by ASUs 2018-19, 2019-04, 2019-05, 2019-10, 2019-11 and 2020-03. The guidance in the ASUs requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used. The standard also establishes additional disclosures related to credit risks. This standard is effective for fiscal years beginning after December 15, 2022. The adoption of this guidance on January 1, 2023 did not have a material impact on the Company's Unaudited Condensed Consolidated Financial Statements and related disclosures. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity. Among other changes, ASU 2020-06 removes the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share and updates the disclosure requirements in ASC 470-20, making them easier to understand for financial statement preparers and improving the decision-usefulness and relevance of the information for financial statement users. The Company early adopted the new guidance from January 1, 2023, noting no material impact. In April 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”) to clarify the accounting by issuers for modifications or exchanges of equity-classified warrants. The new ASU is effective for all entities in fiscal years starting after December 15, 2021. Early adoption is permitted. The Company adopted the new guidance from January 1, 2023, noting no material impact.
Subsequent Events	Subsequent EventsThe Company evaluated events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation and transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in the Financial Statements, except as disclosed in Note 20 – Subsequent events.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The property and equipment that were purchased in the asset acquisition are as follows: As of August 23, 2023 $’000 Furniture and Equipment 211 Vehicles 203 Land and land improvements 11,766 12,180
Schedule of Property and Equipment	The estimated useful lives are as follows: Furniture and equipment 3 – 7 years Leasehold improvements 1 – 8 years Vehicles 5 - 10 years Land Improvements 3 -20 years As of September 30, 2023 and December 31, 2022, Property and equipment consist of the following: As of September 30, 2023 December 31, 2022 $’000 $’000 Furniture and equipment 1,056 1,266 Vehicles 270 55 Leasehold improvements 1,030 2,062 Land and land improvements 11,766 — Construction in process — 5 Property and equipment, gross 14,122 3,388 Less: accumulated depreciation (957) (1,493) Property and equipment, net 13,165 1,895
Schedule of Finite-Lived Intangible Assets	The useful lives of the Company’s intangible assets are: Franchisee agreements 13 years Franchise license 10 years Trademarks 3 – 5 years Domain name, Customer list and Proprietary recipes 3 – 7 years Non-compete agreements 2 – 3 years
Antidilutive Securities Excluded from Computation of Earnings Per Share	The following securities are excluded from the calculation of weighted average diluted common shares at September 30, 2023 and 2022, respectively, because their inclusion would have been anti-dilutive: September 30, 2023 2022 ( '000 ( '000 Warrants 17,783 17,874 Options 1,013 388 Restricted stock awards 7,463 — Convertible debt 4,351 25 Total potentially dilutive shares 30,610 18,287 The following table sets forth the computation of basic and dilutive net loss per share attributable to the Company’s stockholders: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands, except for share count and per share data) Net loss (5,295) (1,898) (6,171) (5,558) Weighted-average shares outstanding: Basic 37,421,915 28,762,761 33,443,938 28,412,655 Effect of potentially dilutive stock options — — — — Diluted 37,421,915 28,762,761 33,443,938 28,412,655 Net loss per share: Basic (0.14) (0.07) (0.18) (0.20) Diluted (0.14) (0.07) (0.18) (0.20)

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	9 Months Ended
	Sep. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Prepaid Expenses and Other Current Assets	At September 30, 2023 and December 31, 2022, the Company’s prepaid expenses and other current assets consists of the following: As of September 30, 2023 December 31, 2022 $’000 $’000 Prepaid expenses 557 89 Other receivables 14 228 Prepaid and Other Current Assets 571 317

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	The estimated useful lives are as follows: Furniture and equipment 3 – 7 years Leasehold improvements 1 – 8 years Vehicles 5 - 10 years Land Improvements 3 -20 years As of September 30, 2023 and December 31, 2022, Property and equipment consist of the following: As of September 30, 2023 December 31, 2022 $’000 $’000 Furniture and equipment 1,056 1,266 Vehicles 270 55 Leasehold improvements 1,030 2,062 Land and land improvements 11,766 — Construction in process — 5 Property and equipment, gross 14,122 3,388 Less: accumulated depreciation (957) (1,493) Property and equipment, net 13,165 1,895

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets, Net (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets and Goodwill	A summary of the intangible assets is presented below: Intangible Impairment of Amortization Intangible Intangible Impairment of Amortization Intangible $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Trademark Muscle Maker Grill 1,526 — (380) 1,146 670 (419) (251) — Franchise Agreements Muscle Maker Grill 162 — (20) 142 136 (116) (20) — Trademark SuperFit 38 — (7) 31 29 (22) (7) — Domain Name SuperFit 106 — (19) 87 81 (62) (19) — Customer List SuperFit 118 — (21) 97 90 (70) (20) — Proprietary Recipes SuperFit 135 — (24) 111 103 (79) (24) — Non-Compete Agreement SuperFit 193 — (65) 128 107 (42) (65) — Trademark Pokemoto 153 — (26) 127 118 — (26) 92 Franchisee License Pokemoto 2,599 — (207) 2,392 2,322 — (207) 2,115 Proprietary Recipes Pokemoto 1,028 — (120) 908 867 — (121) 746 Non-Compete Agreement Pokemoto 328 — (180) 148 88 — (88) — 6,386 — (1,069) 5,317 4,611 (810) (848) 2,953
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	The estimated future amortization expense is as follows: Nine Months Ended September 30, 2024 2025 2026 2027 2028 Thereafter Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 Trademark Pokemoto 9 35 35 13 — — 92 Franchisee License Pokemoto 70 278 277 277 277 936 2,115 Proprietary Recipes Pokemoto 41 162 161 161 161 60 746 120 475 473 451 438 996 2,953
Schedule of Goodwill	A summary of the goodwill assets is presented below: Muscle Maker Grill Pokemoto SuperFit Food Total $’000 $’000 $’000 $’000 Goodwill, net at December 31 2021 570 1,798 258 2,626 Impairment of goodwill — — — — Goodwill, net at September 30, 2022 570 1,798 258 2,626 Goodwill, net at December 31 2022 570 1,798 258 2,626 Impairment of goodwill (570) — (258) (828) Goodwill, net at September 30, 2023 — 1,798 — 1,798

Accounts Payables and Accrued_2

Accounts Payables and Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Liabilities	Accounts payables and accrued expenses consist of the following: As of September 30, 2023 December 31, 2022 $’000 $’000 Accounts payable 1,246 1,085 Accrued payroll and bonuses 275 551 Accrued expenses 180 87 Accrued professional fees 183 185 Accounts payable commodities 55,799 — Sales taxes payable (1) 44 45 57,727 1,953 (1) See Note 14 – Commitments and contingencies for details related to delinquent sales taxes.

Notes Payable (Tables)

Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Debt	The maturities of notes payable as of September 30, 2023, are as follows: Principal Amount $’000 10/1/23-9/30/24 3,053 10/1/24-9/30/25 88 10/1/25-9/30/26 560 10/1/26-9/30/27 — Thereafter — 3,701

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Assets And Liabilities, Lessee	The assets and liabilities related to the Company’s leases were as follows: As of September 30, 2023 December 31, 2022 $’000 $’000 Assets Right to use asset 1,806 2,433 Liabilities Operating leases – current 447 560 Operating leases – non-current 1,461 2,019 Total lease liabilities 1,908 2,579
Lessee, Operating Lease, Liability, Maturity	The table below presents the future minimum lease payments under the noncancellable operating leases as of September 30, 2023: Operating Leases $’000 Fiscal Year: 2023 162 2024 627 2025 478 2026 343 2027 343 2028 247 Thereafter 367 Total lease payments 2,567 Less imputed interest (659) Present value of lease liabilities 1,908
Lease, Cost	The Company’s lease term and discount rates were as follows: As of September 30, 2023 Weighted-average remaining lease term (in years) Operating leases 5.06 Weighted-average discount rate Operating leases 12.0 %

Deferred Revenue (Tables)

Deferred Revenue (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Contract with Customer, Contract Asset, Contract Liability, and Receivable	The Company's deferred revenue consists of the following: As of September 30, 2023 December 31, 2022 $’000 $’000 Deferred revenues, net 1,395 1,371 Less: deferred revenue, current (97) (95) Deferred revenues, non-current 1,298 1,276

Other Current Liabilities (Tabl

Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2023
Other Liabilities Disclosure [Abstract]
Other Current Liabilities	Other current liabilities consist of the following: As of September 30, 2023 December 31, 2022 $’000 $’000 Gift card liability 12 25 Co-op advertising fund liability 112 79 Marketing development brand liability 70 35 Advertising fund liability 36 43 230 182

Income Taxes (Tables)

Income Taxes (Tables)	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets and Liabilities	The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of September 30, 2023 and December 31, 2022 are presented below: As of September 30, 2023 December 31, 2022 $’000 $’000 Deferred tax assets: Net operating loss carryforwards 11,037 10,615 Receivable allowance 26 5 Stock-based compensation 19 15 Intangible assets 704 314 Derivatives 76 — Right to use asset 409 — Disallowed interest 104 — Deferred revenues 261 204 Leases — 32 Gross deferred tax asset 12,636 11,185 Deferred tax liabilities: Property and equipment (145) (160) Right to use liability (387) — Gross deferred tax liabilities (532) (160) Net deferred tax assets 12,103 11,025 Valuation allowance (12,103) (11,025) Net deferred tax asset, net of valuation allowance — —
Schedule of Components of Income Tax Expense (Benefit)	The income tax expense for the periods shown consist of the following: Nine Months Ended September 30, 2023 2022 $’000 $’000 Federal: Current — — Deferred — — State and local: Current 18 16 Deferred — — 18 16 Change in valuation allowance — — Income tax expense 18 16
Schedule of Effective Income Tax Rate Reconciliation	A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the periods shown, are as follows: As of September 30, 2023 December 31, 2022 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax benefit, net of federal impact (0.1) % (0.5) % Permanent differences (3.4) % (0.1) % PPP loan forgiveness — % 0.4 % Return to provision adjustments — % 3.3 % Deferred tax asset true up- State — % (14.5) % Deferred tax asset true up- Federal — % (6.8) % Other (0.1) % — % Change in valuation allowance (17.7) % (3.3) % Effective income tax rate (0.3) % (0.5) %

REPORTABLE OPERATING SEGMENTS (

REPORTABLE OPERATING SEGMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment	The following table sets forth the results of operations for the relevant segments for the three and nine months ended September 30, 2023: For the Three Months Ended September 30, 2023 Sadot food service Sadot agri-foods Sadot farm operations Corporate adj. Total segments $’000 $’000 $’000 $’000 $’000 Revenues: Commodity sales — 179,464 511 — 179,975 Company restaurant sales, net of discounts 1,937 — — — 1,937 Franchise royalties and fees 245 — — — 245 Franchise advertising fund contributions 16 — — — 16 Other revenues — — — — — Total revenues 2,198 179,464 511 — 182,173 Operating Costs and Expenses: Cost of goods sold 2,167 176,617 484 — 179,268 Impairment of goodwill 828 — — — 828 Impairment of intangible assets 810 — — — 810 Depreciation and amortization expenses 382 — 61 — 443 Franchise advertising fund expenses 16 — — — 16 Pre-opening expenses — — 335 — 335 Post-closing expenses 60 — — — 60 Stock-based expenses — — — 1,075 1,075 Sales, general and administrative expenses 278 549 4 2,479 3,310 Total costs and expenses 4,541 177,166 884 3,554 186,145 (Loss) / income from operations (2,343) 2,298 (373) (3,554) (3,972) Other Income / (Expense): Other income 1 — — — 1 Interest expense, net (2) (5) — (294) (301) Change in fair value of accrued compensation — — — 297 297 Warrant modification expense — — — (958) (958) Loss on fair value remeasurement — (349) — — (349) Total other income / (expense), net (1) (354) — (955) (1,310) (Loss) / Income Before Income Tax (2,344) 1,944 (373) (4,509) (5,282) Income tax — — — 13 13 Net (loss) / income (2,344) 1,944 (373) (4,522) (5,295) Total assets 8,798 67,898 12,268 1,704 90,668 For the Nine Months Ended September 30, 2023 Sadot food service Sadot agri-foods Sadot farm operations Corporate adj. Total segments $’000 $’000 $’000 $’000 $’000 Revenues: Commodity sales — 547,389 511 — 547,900 Company restaurant sales, net of discounts 6,725 — — — 6,725 Franchise royalties and fees 767 — — — 767 Franchise advertising fund contributions 52 — — — 52 Other revenues 13 — — — 13 Total revenues 7,557 547,389 511 — 555,457 Operating Costs and Expenses: Cost of goods sold 7,295 537,023 485 — 544,803 Impairment of goodwill 828 — — — 828 Impairment of intangible assets 810 — — — 810 Depreciation and amortization expenses 1,456 — 61 — 1,517 Franchise advertising fund expenses 52 — — — 52 Pre-opening expenses 36 — 335 — 371 Post-closing expenses 172 — — 1 173 Stock-based expenses — — — 5,667 5,667 Sales, general and administrative expenses 449 1,136 4 5,586 7,175 Total costs and expenses 11,098 538,159 885 11,254 561,396 (Loss) / income from operations (3,541) 9,230 (374) (11,254) (5,939) Other Income / (Expense): Other income 1 — — 251 252 Interest income / (expense), net — (27) — (293) (320) Change in fair value of accrued compensation — — — 1,161 1,161 Warrant modification expense — — — (958) (958) Loss on fair value remeasurement — (349) — — (349) Total other income, net 1 (376) — 161 (214) (Loss) / Income Before Income Tax (3,540) 8,854 (374) (11,093) (6,153) Income tax 2 — — 16 18 Net (loss) / income (3,542) 8,854 (374) (11,109) (6,171) Total assets 8,798 67,898 12,268 1,704 90,668 The following table sets forth the results of operations for the relevant segments for the three and nine months ended September 30, 2022: For the Three Months Ended September 30, 2022 Sadot food service Sadot agri-foods Sadot farm operations Corporate adj. Total segments $’000 $’000 $’000 $’000 $’000 Revenues: Company restaurant sales, net of discounts 2,630 — — — 2,630 Franchise royalties and fees 170 — — — 170 Franchise advertising fund contributions 24 — — — 24 Total revenues 2,824 — — — 2,824 Operating Costs and Expenses: Cost of goods sold 2,710 — — — 2,710 Depreciation and amortization expenses 525 — — — 525 Franchise advertising fund expenses 24 — — — 24 Preopening expenses 117 — — — 117 Post-closing expenses 159 — — — 159 Stock-based expenses — — — 32 32 Sales, general and administrative expenses 76 — — 1,143 1,219 Total costs and expenses 3,611 — — 1,175 4,786 Loss from operations (787) — — (1,175) (1,962) Other Income / (Expense): Other income 43 — — 12 55 Interest income / (expense), net 12 — — (1) 11 Total other income, net 55 — — 11 66 Loss Before Income Tax (732) — — (1,164) (1,896) Income tax — — — 2 2 Net loss (732) — — (1,166) (1,898) Total assets 21,735 — — 3,649 25,384 For the Nine Months Ended September 30, 2022 Sadot food service Sadot agri-foods Sadot farm operations Corporate adj. Total segments $’000 $’000 $’000 $’000 $’000 Revenues: Company restaurant sales, net of discounts 8,075 — — — 8,075 Franchise royalties and fees 541 — — — 541 Franchise advertising fund contributions 58 — — — 58 Total revenues 8,674 — — — 8,674 Operating Costs and Expenses: Cost of goods sold 8,834 — — — 8,834 Depreciation and amortization expenses 1,490 — — — 1,490 Franchise advertising fund expenses 58 — — — 58 Preopening expenses 117 — — — 117 Post-closing expenses 159 — — — 159 Stock-based expenses — — — 82 82 Sales, general and administrative expenses 362 — — 3,258 3,620 Total costs and expenses 11,020 — — 3,340 14,360 Loss from operations (2,346) — — (3,340) (5,686) Other Income / (Expense): Other income / (expense) 55 — — (34) 21 Interest income / (expense), net 10 — — (27) (17) Gain on debt extinguishment 140 — — — 140 Total other income / (expense), net 205 — — (61) 144 Loss Before Income Tax (2,141) — — (3,401) (5,542) Income tax — — — 16 16 Net loss (2,141) — — (3,417) (5,558) Total assets 21,735 — — 3,649 25,384

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	September 30, 2023 Level 1 Level 2 Level 3 Total Financial liabilities: $’000 $’000 $’000 $’000 Derivative liability — 349 — 349 — 349 — 349 December 31, 2022 Level 1 Level 2 Level 3 Total Financial liabilities: $’000 $’000 $’000 $’000 Accrued compensation liability 3,602 — — 3,602 3,602 — — 3,602

Equity (Tables)

Equity (Tables)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Share-Based Payment Arrangement, Outstanding Award, Activity, Excluding Option	At September 30, 2023, there was 7.5 million restricted stock awards outstanding. A summary of the activity related to the restricted stock awards, is presented below: Total RSA's Weighted-average $ Outstanding at December 31, 2022 — — Granted 8,855,452 1.25 Forfeited — — Vested (1,392,721) 1.25 Outstanding at September 30, 2023 7,462,731 1.25 A summary of warrants activity during the nine months ended September 30, 2023 and 2022 is presented below: Weighted-average Number of Weighted-average Aggregate intrinsic value $ $’000 Outstanding, December 31, 2021 1.66 20,284,016 3.99 — Granted — — N/A — Exercised 0.01 (2,410,110) N/A — Forfeited — — N/A — Outstanding, September 30, 2022 1.89 17,873,906 3.77 — Exercisable, September 30, 2022 1.89 17,873,906 3.77 — Outstanding, December 31, 2022 1.93 18,033,640 3.51 — Granted 2.40 2,153,309 3.14 — Exercised 1.00 (2,153,309) 3.15 215 Forfeited — — N/A — Outstanding, September 30, 2023 2.02 18,033,640 2.80 — Exercisable, September 30, 2023 2.02 18,033,640 2.80 —
Schedule of Option Activity	A summary of option activity is presented below: Weighted-average Number of Weighted-average Aggregate intrinsic value $ $’000 Outstanding, December 31, 2021 5.00 100,000 1.91 — Granted 0.41 312,500 5.21 12 Exercised — — N/A — Forfeited — — N/A — Outstanding, September 30, 2022 1.52 412,500 4.29 — Expected to vest, September 30, 2022 0.41 296,875 5.21 — Exercisable and vested, September 30, 2022 4.38 115,625 1.93 — Outstanding, December 31, 2022 1.52 412,500 3.53 156 Granted 1.51 600,000 5.67 — Exercised — — N/A — Forfeited — — N/A — Outstanding, September 30, 2023 1.51 1,012,500 4.49 90 Expected to vest, September 30, 2023 1.18 731,233 5.05 64 Exercisable and vested, September 30, 2023 2.39 281,267 3.04 26
Schedule of Valuation Assumptions	The Company has estimated the fair value of the options using the Black-Scholes model using the following assumptions: Nine Months Ended Risk free interest rate 3.54-4.93% Expected term (years) 5.63 Expected volatility 53.99-69.02% Expected dividends —

Business Organization and Nat_2

Business Organization and Nature of Operations (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($) a	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) a segment	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Franchisor Disclosure [Line Items]
Number of distinct operating units | segment			3
Cash	$ 2,422		$ 2,422		$ 9,898
Working capital surplus (deficiency)	9,000		9,000
Retained earnings (accumulated deficit)	(85,414)		(85,414)		$ (79,355)
Pre tax net income (loss)	(5,282)	$ (1,896)	(6,153)	$ (5,542)
Net cash used in operating activities			(8,679)	$ (3,413)
Additional liquidity	$ 25,000		$ 25,000
Sadot farm operations
Franchisor Disclosure [Line Items]
Area of land | a	5,000		5,000
Sadot Enterprises Limited (“Sadot Zambia”) | Sadot Enterprises Limited
Franchisor Disclosure [Line Items]
Ownership interest (in percent)			100%
Sadot Enterprises Limited | Sadot LLC
Franchisor Disclosure [Line Items]
Ownership interest (in percent)			70%

Significant Accounting Polici_4

Significant Accounting Policies - Narrative (Details)			3 Months Ended		9 Months Ended
	Aug. 23, 2023 USD ($)	May 16, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	May 16, 2023	May 16, 2023 a	May 16, 2023 ha	Apr. 01, 2023	Mar. 31, 2023	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Jan. 02, 2022 USD ($)
Significant Accounting Policies [Line Items]
Cash equivalents			$ 0		$ 0							$ 0
Property and equipment acquired	$ 12,180,000
Revenues			182,173,000	$ 2,824,000	555,457,000	$ 8,674,000
Stock-based expenses			1,075,000	$ 32,000	5,667,000	$ 82,000
Retained earnings (accumulated deficit)			(85,414,000)		(85,414,000)							$ (79,355,000)
Property and Equipment
Significant Accounting Policies [Line Items]
Property and equipment acquired					8,500,000
Land
Significant Accounting Policies [Line Items]
Property and equipment acquired					3,700,000
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-02
Significant Accounting Policies [Line Items]
Retained earnings (accumulated deficit)			$ (22,800)		$ (22,800)								$ (7,800)	$ (15,000)
Cost of Goods and Service, Product and Service Benchmark | Supplier Concentration Risk | Largest Commodity Suppliers
Significant Accounting Policies [Line Items]
Concentration risk, percentage			99%
Cost of Goods and Service, Product and Service Benchmark | Supplier Concentration Risk | Four Largest Commodity Suppliers
Significant Accounting Policies [Line Items]
Concentration risk, percentage					94%
Cost of Goods and Service, Product and Service Benchmark | Supplier Concentration Risk | Largest Food Service Supplier
Significant Accounting Policies [Line Items]
Concentration risk, percentage				39%		33%
Selling, General and Administrative Expenses
Significant Accounting Policies [Line Items]
Advertising costs			$ 800,000	$ 100,000	$ 1,100,000	$ 5,900
Cost of Sales
Significant Accounting Policies [Line Items]
Advertising costs			32,200	100,000	36,000	200,000
Sadot LLC
Significant Accounting Policies [Line Items]
Consulting fees, percentage of net income generated by business segment										40%	80%
Commodity sales
Significant Accounting Policies [Line Items]
Revenues			179,975,000	0	547,900,000	0
Company restaurant sales, net of discounts
Significant Accounting Policies [Line Items]
Revenues			1,937,000	2,630,000	6,725,000	8,075,000
Royalties
Significant Accounting Policies [Line Items]
Revenues			200,000	100,000	500,000	400,000
Franchise Fees
Significant Accounting Policies [Line Items]
Revenues			22,800	18,700	200,000	100,000
Rebates
Significant Accounting Policies [Line Items]
Revenues			29,700	22,300	100,000	100,000
Franchise advertising fund contributions
Significant Accounting Policies [Line Items]
Revenues			16,000	24,000	52,000	58,000
Other revenues
Significant Accounting Policies [Line Items]
Revenues			$ 0	$ 0	$ 13,000	$ 0
Sadot LLC | Sadot Enterprises Limited (“Sadot Zambia”)
Significant Accounting Policies [Line Items]
Ownership percentage (in percent)							70%
Escrow deposit		$ 3,500,000
Cropit Farming Limited (“Cropit”) | Sadot Enterprises Limited (“Sadot Zambia”)
Significant Accounting Policies [Line Items]
Ownership percentage (in percent)							30%
Sadot Enterprises Limited (“Sadot Zambia”) | Agricultural Land, Mkushi Farm Block of Zambia’s Region II Agricultural Zone
Significant Accounting Policies [Line Items]
Ownership percentage (in percent)							100%
Call Option | Zamproagro Limited (“ZPG”) and Cropit Farming Limited (“Cropit”) | Sadot LLC
Significant Accounting Policies [Line Items]
Option contract, term (in years)		1 year
Option contract, land area (in percent)							70%
Option contract, area of land								4,942	2,000
Option contract, purchase price		$ 8,500,000

Significant Accounting Polici_5

Significant Accounting Policies - Property and Equipment Purchased In Asset Acquisition (Details) $ in Thousands	Aug. 23, 2023 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Property and equipment purchased in asset acquisition	$ 12,180
Furniture and equipment
Acquired Finite-Lived Intangible Assets [Line Items]
Property and equipment purchased in asset acquisition	211
Vehicles
Acquired Finite-Lived Intangible Assets [Line Items]
Property and equipment purchased in asset acquisition	203
Land and land improvements
Acquired Finite-Lived Intangible Assets [Line Items]
Property and equipment purchased in asset acquisition	$ 11,766

Significant Accounting Polici_6

Significant Accounting Policies - Property and Equipment (Details)	Sep. 30, 2023
Furniture and equipment | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Furniture and equipment | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	7 years
Leasehold improvements | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	1 year
Leasehold improvements | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	8 years
Vehicles | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	5 years
Vehicles | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	10 years
Land Improvements | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Land Improvements | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	20 years

Significant Accounting Polici_7

Significant Accounting Policies - Intangible Assets (Details)	Sep. 30, 2023
Franchisee agreements
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	13 years
Franchise license
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	10 years
Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	2 years
Minimum | Trademarks
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	3 years
Minimum | Domain name, Customer list and Proprietary recipes
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	3 years
Minimum | Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	2 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	13 years
Maximum | Trademarks
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Maximum | Domain name, Customer list and Proprietary recipes
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	7 years
Maximum | Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	3 years

Significant Accounting Polici_8

Significant Accounting Policies - Antidilutive Securities Excluded From Computation Of Earnings Per Share (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	30,610	18,287
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	17,783	17,874
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	1,013	388
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	7,463	0
Convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	4,351	25

Significant Accounting Polici_9

Significant Accounting Policies - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Net loss	$ (5,295)	$ 190	$ (1,066)	$ (1,898)	$ (1,774)	$ (1,886)	$ (6,171)	$ (5,558)
Weighted-average shares outstanding:
Basic (in shares)	37,421,915			28,762,761			33,443,938	28,412,655
Effect of potentially dilutive stock options (in shares)	0			0			0	0
Diluted (in shares)	37,421,915			28,762,761			33,443,938	28,412,655
Net Loss Per Share:
Basic (in dollars per share)	$ (0.14)			$ (0.07)			$ (0.18)	$ (0.20)
Diluted (in dollars per share)	$ (0.14)			$ (0.07)			$ (0.18)	$ (0.20)

Loans Receivable (Details)

Loans Receivable (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Receivables [Abstract]
Loan receivable	$ 0	$ 0
Reserves for uncollectible loans	$ 0	$ 0

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 557,000	$ 89,000
Other receivables	14,000	228,000
Prepaid and Other Current Assets	$ 571,000	$ 317,000

Prepaid Expenses and Other Cu_4

Prepaid Expenses and Other Current Assets - Narrative (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other receivables	$ 14,000	$ 228,000

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 14,122	$ 3,388
Less: accumulated depreciation	(957)	(1,493)
Property and equipment, net	13,165	1,895
Furniture and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,056	1,266
Vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	270	55
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,030	2,062
Land and land improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	11,766	0
Construction in process
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 0	$ 5

Property and Equipment, Net - N

Property and Equipment, Net - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Depreciation	$ 200,000	$ 200,000	$ 700,000	$ 400,000
Disposals	1,000,000	100,000	1,400,000	500,000
Less: accumulated depreciation	957,000		957,000		$ 1,493,000
Closed Locations And Future Locations
Property, Plant and Equipment [Line Items]
Gain (loss) on disposal	$ (300,000)	$ (37,600)	$ (300,000)	$ (200,000)

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 300	$ 400	$ 800	$ 1,100
Impairment of intangible assets	810	0	810	0
Impairment of goodwill	$ 828	$ 0	$ 828	$ 0
Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	2 years		2 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	13 years		13 years

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets, Net - Summary Of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross					$ 4,611	$ 6,386
Impairment of intangible assets	$ (810)	$ 0	$ (810)	$ 0
Amortization expense	(848)	(1,069)	(848)	(1,069)
Intangible assets, net	2,953	5,317	2,953	5,317	4,611
Trademarks | Muscle Maker Grill
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross					670	1,526
Impairment of intangible assets			(419)	0
Amortization expense	(251)	(380)	(251)	(380)
Intangible assets, net	0	1,146	0	1,146
Trademarks | SuperFit Food
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross					29	38
Impairment of intangible assets			(22)	0
Amortization expense	(7)	(7)	(7)	(7)
Intangible assets, net	0	31	0	31
Trademarks | Pokemoto
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross					118	153
Impairment of intangible assets			0	0
Amortization expense	(26)	(26)	(26)	(26)
Intangible assets, net	92	127	92	127
Franchise Agreements Muscle Maker Grill | Muscle Maker Grill
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross					136	162
Impairment of intangible assets			(116)	0
Amortization expense	(20)	(20)	(20)	(20)
Intangible assets, net	0	142	0	142
Internet Domain Names | SuperFit Food
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross					81	106
Impairment of intangible assets			(62)	0
Amortization expense	(19)	(19)	(19)	(19)
Intangible assets, net	0	87	0	87
Customer Lists | SuperFit Food
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross					90	118
Impairment of intangible assets			(70)	0
Amortization expense	(20)	(21)	(20)	(21)
Intangible assets, net	0	97	0	97
Proprietary Recipes | SuperFit Food
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross					103	135
Impairment of intangible assets			(79)	0
Amortization expense	(24)	(24)	(24)	(24)
Intangible assets, net	0	111	0	111
Proprietary Recipes | Pokemoto
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross					867	1,028
Impairment of intangible assets			0	0
Amortization expense	(121)	(120)	(121)	(120)
Intangible assets, net	746	908	746	908
Non-compete agreements | SuperFit Food
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross					107	193
Impairment of intangible assets			(42)	0
Amortization expense	(65)	(65)	(65)	(65)
Intangible assets, net	0	128	0	128
Non-compete agreements | Pokemoto
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross					88	328
Impairment of intangible assets			0	0
Amortization expense	(88)	(180)	(88)	(180)
Intangible assets, net	0	148	0	148
Franchise license | Pokemoto
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross					$ 2,322	$ 2,599
Impairment of intangible assets			0	0
Amortization expense	(207)	(207)	(207)	(207)
Intangible assets, net	$ 2,115	$ 2,392	$ 2,115	$ 2,392

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets, Net - Future Amortization Expense (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024	$ 120
2025	475
2026	473
2027	451
2028	438
Thereafter	996
Total	2,953
Trademarks | Pokemoto
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024	9
2025	35
2026	35
2027	13
2028	0
Thereafter	0
Total	92
Franchise license | Pokemoto
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024	70
2025	278
2026	277
2027	277
2028	277
Thereafter	936
Total	2,115
Proprietary Recipes | Pokemoto
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024	41
2025	162
2026	161
2027	161
2028	161
Thereafter	60
Total	$ 746

Goodwill and Other Intangible_6

Goodwill and Other Intangible Assets, Net - Summary of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill [Roll Forward]
Beginning of period			$ 2,626	$ 2,626
Impairment of goodwill	$ (828)	$ 0	(828)	0
End of period	1,798	2,626	1,798	2,626
Muscle Maker Grill
Goodwill [Roll Forward]
Beginning of period			570	570
Impairment of goodwill			(570)	0
End of period	0	570	0	570
Pokemoto
Goodwill [Roll Forward]
Beginning of period			1,798	1,798
Impairment of goodwill			0	0
End of period	1,798	1,798	1,798	1,798
SuperFit Food
Goodwill [Roll Forward]
Beginning of period			258	258
Impairment of goodwill			(258)	0
End of period	$ 0	$ 258	$ 0	$ 258

Accounts Payables and Accrued_3

Accounts Payables and Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable	$ 1,246	$ 1,085
Accrued payroll and bonuses	275	551
Accrued expenses	180	87
Accrued professional fees	183	185
Accounts payable commodities	55,799	0
Sales taxes payable	44	45
Total accounts payable and accrued liabilities	$ 57,727	$ 1,953

Accrued Stock-Based Consultin_2

Accrued Stock-Based Consulting Expenses Due to Related Party - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Apr. 01, 2023	Mar. 31, 2023
Share-Based Payment Arrangement, Consulting Expense [Line Items]
Stock-based expenses	$ 1,075,000	$ 32,000	$ 5,667,000	$ 82,000
Sadot LLC
Share-Based Payment Arrangement, Consulting Expense [Line Items]
Consulting fees, percentage of net income generated by business segment						40%	80%
Related Party
Share-Based Payment Arrangement, Consulting Expense [Line Items]
Accrued stock-based consulting expenses			0		$ 3,600,000
Stock-based expenses	$ 700,000		$ 5,100,000

Notes Payable - Narrative (Deta

Notes Payable - Narrative (Details)				3 Months Ended		9 Months Ended
	Oct. 22, 2023 USD ($) tradingDay	Sep. 22, 2023 USD ($) tradingDay $ / shares shares	Apr. 11, 2018 USD ($) shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Nov. 17, 2021 $ / shares	Apr. 07, 2021 $ / shares	Apr. 06, 2018 USD ($) $ / shares
Debt Instrument [Line Items]
Convertible note payable, gross				$ 100,000		$ 100,000		$ 100,000
Notes Payable, Other Payables
Debt Instrument [Line Items]
Debt instrument, face amount				3,700,000		3,700,000
Repayments of debt				$ 200,000	$ 100,000	$ 100,000	$ 1,300,000
Notes Payable, Other Payables | Minimum
Debt Instrument [Line Items]
Interest rate (in percent)				3%		3%
Notes Payable, Other Payables | Maximum
Debt Instrument [Line Items]
Interest rate (in percent)				8%		8%
2018 ARH Note | Former Parent
Debt Instrument [Line Items]
Debt instrument, face amount			$ 400,000
Conversion price per share (in dollars per share) | $ / shares											$ 3.50
Convertible notes payable											$ 500,000
Number of shares issued for conversion of debt | shares			100,000
Private Placement
Debt Instrument [Line Items]
Sale of stock, price per share (in dollars per share) | $ / shares									$ 1.385	$ 2.43
YA II PN, LTD ("Yorkville") | Convertible Notes
Debt Instrument [Line Items]
Interest rate (in percent)		6%
Interest rate, subject to increase (in percent)		18%
Term after closing of transaction (in months)		12 months
Conversion price per share (in dollars per share) | $ / shares		$ 1.11495
Debt instrument, threshold percentage of stock price		95%
Threshold consecutive trading days | tradingDay		7
Floor price (in dollars per share) | $ / shares		$ 0.33
Threshold percentage of outstanding shares (in percent)		4.99%
YA II PN, LTD ("Yorkville") | Convertible Notes | Subsequent Event
Debt Instrument [Line Items]
Threshold consecutive trading days | tradingDay	9
Threshold percentage of outstanding shares (in percent)	99%
Threshold trading days | tradingDay	7
Periodic payment, period after trigger | tradingDay	7
Periodic payment	$ 500,000
Periodic payment, premium (in percent)	8%
YA II PN, LTD ("Yorkville") | Private Placement
Debt Instrument [Line Items]
Commitment amount		$ 25,000,000
Sale of stock, maximum average daily traded amount (in percent)		100%
Sale of stock, maximum average daily traded amount, threshold consecutive trading days | tradingDay		5
Sale of stock, lowest daily volume-weighted average price (in percent)		97%
Sale of stock, lowest daily volume-weighted average price, threshold consecutive trading days | tradingDay		3
Sale of stock, beneficial ownership limitation (in percent)		4.99%
Sale of stock, advance required		$ 100,000
Sale of stock, funding, volume-weighted average (in dollars per share) | $ / shares		$ 1.10
Sale of stock, price per share (in dollars per share) | $ / shares		$ 1.067
Sale of stock, number of shares issued in transaction (in shares) | shares		93,720
Sale of stock, profit per transaction		$ 0.03201
Sale of stock, funding		2,999.98
YA II PN, LTD ("Yorkville") | Private Placement | Subsequent Event
Debt Instrument [Line Items]
Percentage of issued and outstanding shares	19.99%
YA II PN, LTD ("Yorkville") | Private Placement | Convertible Notes
Debt Instrument [Line Items]
Debt instrument, face amount		$ 4,000,000
Purchase price, percentage of principal amount (in percent)		94%
YA II PN, LTD ("Yorkville") | Private Placement | Pre-Paid Advance
Debt Instrument [Line Items]
Debt instrument, face amount		$ 3,000,000
YA II PN, LTD ("Yorkville") | Private Placement | Convertible Notes, Post Effective SEPA
Debt Instrument [Line Items]
Debt instrument, face amount		$ 1,000,000

Notes Payable - Maturities (Det

Notes Payable - Maturities (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Maturities of Long-Term Debt [Abstract]
10/1/23-9/30/24	$ 3,053
10/1/24-9/30/25	88
10/1/25-9/30/26	560
10/1/26-9/30/27	0
Thereafter	0
Total debt	$ 3,701

Leases - Narrative (Details)

Leases - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Lessee, Lease, Description [Line Items]
Option to extend, lease term (in years)	5 years		5 years
Lease cost	$ 0.2	$ 0.2	$ 0.6	$ 0.7
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease term (in years)	1 year		1 year
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease term (in years)	10 years		10 years

Leases - Lease Assets and Liabi

Leases - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Right to use asset	$ 1,806	$ 2,433
Operating leases – current	447	560
Operating leases – non-current	1,461	2,019
Total lease liabilities	$ 1,908	$ 2,579

Leases - Maturity (Details)

Leases - Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Operating Leases
2023	$ 162
2024	627
2025	478
2026	343
2027	343
2028	247
Thereafter	367
Total lease payments	2,567
Less imputed interest	(659)
Present value of lease liabilities	$ 1,908	$ 2,579

Leases - Lease Term and Discoun

Leases - Lease Term and Discount Rates (Details)	Sep. 30, 2023
Weighted-average remaining lease term (in years)
Operating leases	5 years 21 days
Weighted-average discount rate
Operating leases	12%

Deferred Revenue (Details)

Deferred Revenue (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Deferred revenues, net	$ 1,395	$ 1,371
Less: deferred revenue, current	(97)	(95)
Deferred revenues, non-current	$ 1,298	$ 1,276

Other Current Liabilities (Deta

Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Gift card liability	$ 12	$ 25
Co-op advertising fund liability	112	79
Marketing development brand liability	70	35
Advertising fund liability	36	43
Total other liabilities	$ 230	$ 182

Income Taxes - Deferred Tax Ass

Income Taxes - Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 11,037	$ 10,615
Receivable allowance	26	5
Stock-based compensation	19	15
Intangible assets	704	314
Derivatives	76	0
Right to use asset	409	0
Disallowed interest	104	0
Deferred revenues	261	204
Leases	0	32
Gross deferred tax asset	12,636	11,185
Deferred tax liabilities:
Property and equipment	(145)	(160)
Right to use liability	(387)	0
Gross deferred tax liabilities	(532)	(160)
Net deferred tax assets	12,103	11,025
Valuation allowance	(12,103)	(11,025)
Net deferred tax asset, net of valuation allowance	$ 0	$ 0

Income Taxes - Income Tax Expen

Income Taxes - Income Tax Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Federal:
Current			$ 0	$ 0
Deferred			0	0
State and local:
Current			18	16
Deferred			0	0
Current and deferred income tax expense (benefit)			18	16
Change in valuation allowance			0	0
Income tax expense	$ 13	$ 2	$ 18	$ 16

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of Statutory Federal Income Tax Rate (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal income tax benefit at statutory rate	21%	21%
State income tax benefit, net of federal impact	(0.10%)	(0.50%)
Permanent differences	(3.40%)	(0.10%)
PPP loan forgiveness	0%	0.40%
Return to provision adjustments	0%	3.30%
Deferred tax asset true up- State	0%	(14.50%)
Deferred tax asset true up- Federal	0%	(6.80%)
Other	(0.10%)	0%
Change in valuation allowance	(17.70%)	(3.30%)
Effective income tax rate	(0.30%)	(0.50%)

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Operating loss carryforwards	$ 65.3
Valuation allowance	12.1	$ 11
Increase (decrease) to valuation allowance	$ 1.1

Commitments and Contingencies -

Commitments and Contingencies - Narrative (Details)

3 Months Ended

7 Months Ended

9 Months Ended

Sep. 13, 2023 USD ($) verifiedCarbonUnit $ / verifiedCarbonUnit

Sep. 12, 2023 USD ($) verifiedCarbonUnit $ / verifiedCarbonUnit

Mar. 21, 2023 USD ($)

Nov. 16, 2022 USD ($)

Nov. 14, 2022 USD ($) $ / shares shares

Oct. 25, 2022 USD ($)

May 01, 2022 USD ($)

Apr. 24, 2022 USD ($)

Jan. 23, 2020 USD ($)

Mar. 07, 2019 USD ($)

Sep. 30, 2023 USD ($) restaurant $ / shares shares

Sep. 30, 2022 restaurant

Dec. 31, 2022 USD ($) installment $ / shares shares

Sep. 30, 2023 USD ($) restaurant $ / shares shares

Sep. 30, 2022 USD ($) restaurant

Jul. 14, 2023 USD ($) $ / shares shares

Feb. 28, 2023 shares

Dec. 31, 2021 shares

Oct. 25, 2021 restaurant

Loss Contingencies [Line Items]

Prepaid forward on carbon offsets

$ 6,400,000

$ 0

$ 6,400,000

Common stock, par value (in dollars per share) | $ / shares

$ 0.0001

$ 0.0001

$ 0.0001

Common stock, authorized (in shares) | shares

150,000,000

150,000,000

150,000,000

150,000,000

50,000,000

Number of days to issue common stock

10 days

Common stock, issued (in shares) | shares

39,000,000

29,300,000

39,000,000

Deferred revenue

$ 23,000

$ 297,000

Number of restaurants to be franchised | restaurant

40

Accrued sales tax liability

$ 44,200

$ 44,600

44,200

Company vs. Convertible Note Holder, Iowa District Court for Polk County | Settled Litigation

Loss Contingencies [Line Items]

Damages awarded

$ 100,000

Convertible notes payable

100,000

Litigation settlement expense

$ 200,000

Payments for legal settlements

$ 40,000

Payments for legal settlements, number of installments | installment

7

payments for legal settlement per installment

$ 10,000

Company vs. Contractor, State of Texas in El Paso County | Pending Litigation

Loss Contingencies [Line Items]

Damages sought

$ 33,000

Accrual for loss contingency

$ 30,000

$ 30,000

$ 30,000

Company vs. Company-Owned Store, Judicial Council of California | Pending Litigation

Loss Contingencies [Line Items]

Damages sought

$ 100,000

Franchise Agreement | Pokemoto

Loss Contingencies [Line Items]

Number of potentially new restaurants | restaurant

4

6

15

25

Deferred revenue

$ 100,000

$ 200,000

Executive Employment Agreement, Roper Agreement | Chief Executive Officer

Loss Contingencies [Line Items]

Base salary at annualized rate

$ 400,000

Severance payment, term of salary

36 months

Severance payment, term of salary, second anniversary of agreement

18 months

Executive Employment Agreement, Roper Agreement | Chief Executive Officer | Deferred Bonus, Approval Of Shareholder Matters

Loss Contingencies [Line Items]

Additional bonus

$ 100,000

Executive Employment Agreement, Roper Agreement | Chief Executive Officer | Deferred Bonus, Designated Director Approval

Loss Contingencies [Line Items]

Additional bonus

25,000

Executive Employment Agreement, Black Agreement | Chief Financial Officer

Loss Contingencies [Line Items]

Base salary at annualized rate

$ 300,000

Severance payment, term of salary

36 months

Severance payment, term of salary, second anniversary of agreement

6 months

Executive Employment Agreement, Black Agreement | Chief Financial Officer | Deferred Bonus, Approval Of Shareholder Matters

Loss Contingencies [Line Items]

Additional bonus

$ 100,000

Executive Employment Agreement, Black Agreement | Chief Financial Officer | Deferred Bonus, Designated Director Approval

Loss Contingencies [Line Items]

Additional bonus

$ 25,000

Executive Employment Agreement, Black Agreement | Chief Financial Officer | Deferred Bonus

Loss Contingencies [Line Items]

Additional bonus, percentage of annual salary

50%

Executive Employment Agreement, Miller Agreement | Chief Operating Officer

Loss Contingencies [Line Items]

Base salary at annualized rate

$ 300,000

Severance payment, term of salary

36 months

Severance payment, term of salary, second anniversary of agreement

12 months

Executive Employment Agreement, Miller Agreement | Chief Operating Officer | Deferred Bonus, Designated Director Approval

Loss Contingencies [Line Items]

Additional bonus

$ 25,000

Executive Employment Agreement, Miller Agreement | Chief Operating Officer | Deferred Bonus

Loss Contingencies [Line Items]

Additional bonus, percentage of annual salary

75%

Executive Employment Agreement, Mohan Agreement | Chief Investment Officer

Loss Contingencies [Line Items]

Base salary at annualized rate

$ 200,000

Severance payment, term of salary

36 months

Severance payment, term of salary, second anniversary of agreement

6 months

Executive Employment Agreement, Mohan Agreement | Chief Investment Officer | Deferred Bonus, Approval Of Shareholder Matters

Loss Contingencies [Line Items]

Additional bonus

$ 100,000

Executive Employment Agreement, Mohan Agreement | Chief Investment Officer | Deferred Bonus, Designated Director Approval

Loss Contingencies [Line Items]

Additional bonus

$ 25,000

Executive Employment Agreement, Mohan Agreement | Chief Investment Officer | Deferred Bonus

Loss Contingencies [Line Items]

Additional bonus, percentage of annual salary

75%

Executive Employment Agreement, Infante Agreement | Chief Marketing Officer

Loss Contingencies [Line Items]

Base salary at annualized rate

$ 200,000

Severance payment, term of salary

6 months

Severance payment, term of salary, second anniversary of agreement

36 months

Executive Employment Agreement, Infante Agreement | Chief Marketing Officer | Deferred Bonus, Designated Director Approval

Loss Contingencies [Line Items]

Additional bonus

$ 25,000

Executive Employment Agreement, Infante Agreement | Chief Marketing Officer | Deferred Bonus

Loss Contingencies [Line Items]

Additional bonus, percentage of annual salary

25%

Carbon Credit | Not Designated as Hedging Instrument

Loss Contingencies [Line Items]

Derivative, nonmonetary notional amount | verifiedCarbonUnit

180,000

180,000

Term of delivery (in days)

14 days

14 days

Price per unit | $ / verifiedCarbonUnit

44.62

35.69

Notional amount

$ 8,000,000

$ 6,400,000

Payment after issuance, term (in days)

10 days

Aggia LLC FC

Loss Contingencies [Line Items]

Common stock, par value (in dollars per share) | $ / shares

$ 0.0001

$ 0.0001

Shares issued, price (in dollars per share) | $ / shares

$ 1.5625

$ 3.125

Common stock, authorized (in shares) | shares

14,400,000

14,400,000

Percentage of issued and outstanding shares, maximum authorized amount

49.90%

Percentage of issued and outstanding shares

19.99%

20%

Common stock, issued (in shares) | shares

5,600,000

8,900,000

Share price, percentage of net income generated by business segment

40%

Share price, at percentage of net income generated by business segment (in dollars per share) | $ / shares

$ 1.25

Share price (in dollars per share) | $ / shares

$ 0.001

Aggia LLC FC | Maximum

Loss Contingencies [Line Items]

Notes payable

$ 71,500,000

$ 71,500,000

Reimbursement of operating costs

1,000,000

2,800,000

Aggia LLC FC | Maximum | Operating Expense

Loss Contingencies [Line Items]

Reimbursement of operating costs

500,000

Aggia LLC FC | Maximum | General and Administrative Expense

Loss Contingencies [Line Items]

Reimbursement of operating costs

100,000

100,000

Aggia LLC FC | Maximum | Labor | Operating Expense

Loss Contingencies [Line Items]

Reimbursement of operating costs

$ 800,000

$ 2,300,000

Almatrouk Catering Company – OPC | Master Franchise Agreement | Muscle Maker Development International LLC

Loss Contingencies [Line Items]

Consideration payable upon occurrence of various events

$ 200,000

Consideration payable upon execution of franchise agreements for each individual restaurant

20,000

Royalty fee

1,000

Deposit payment

$ 20,000

Reportable Operating Segments -

Reportable Operating Segments - Summary Of Operating Segments (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Revenues:
Revenues	$ 182,173,000			$ 2,824,000			$ 555,457,000	$ 8,674,000
Operating Costs and Expenses:
Cost of goods sold	179,268,000			2,710,000			544,803,000	8,834,000
Impairment of goodwill	828,000			0			828,000	0
Impairment of intangible assets	810,000			0			810,000	0
Depreciation and amortization expenses	443,000			525,000			1,517,000	1,490,000
Franchise advertising fund expenses	16,000			24,000			52,000	58,000
Pre-opening expenses	335,000			117,000			371,000	117,000
Post-closing expenses	60,000			159,000			173,000	159,000
Stock-based expenses	1,075,000			32,000			5,667,000	82,000
Sales, general and administrative expenses	3,310,000			1,219,000			7,175,000	3,620,000
Total costs and expenses	186,145,000			4,786,000			561,396,000	14,360,000
Loss from operations	(3,972,000)			(1,962,000)			(5,939,000)	(5,686,000)
Other Income / (Expense):
Other income	1,000			55,000			252,000	21,000
Interest income / (expense), net	(301,000)			11,000			(320,000)	(17,000)
Gain on debt extinguishment	0			0			0	140,000
Change in fair value of accrued compensation	297,000			0			1,161,000	0
Warrant modification expense	(958,000)			0			(958,000)	0
Loss on fair value remeasurement	(349,000)			0			(349,000)	0
Total other income / (expense), net	(1,310,000)			66,000			(214,000)	144,000
Pre tax net income (loss)	(5,282,000)			(1,896,000)			(6,153,000)	(5,542,000)
Income tax	13,000			2,000			18,000	16,000
Net loss	(5,295,000)	$ 190,000	$ (1,066,000)	(1,898,000)	$ (1,774,000)	$ (1,886,000)	(6,171,000)	(5,558,000)
Assets	90,668,000			25,384,000			90,668,000	25,384,000	$ 27,230,000
Commodity sales
Revenues:
Revenues	179,975,000			0			547,900,000	0
Company restaurant sales, net of discounts
Revenues:
Revenues	1,937,000			2,630,000			6,725,000	8,075,000
Franchise royalties and fees
Revenues:
Revenues	245,000			170,000			767,000	541,000
Franchise advertising fund contributions
Revenues:
Revenues	16,000			24,000			52,000	58,000
Other revenues
Revenues:
Revenues	0			0			13,000	0
Operating Segments | Sadot food service
Revenues:
Revenues	2,198,000			2,824,000			7,557,000	8,674,000
Operating Costs and Expenses:
Cost of goods sold	2,167,000			2,710,000			7,295,000	8,834,000
Impairment of goodwill	828,000						828,000
Impairment of intangible assets	810,000						810,000
Depreciation and amortization expenses	382,000			525,000			1,456,000	1,490,000
Franchise advertising fund expenses	16,000			24,000			52,000	58,000
Pre-opening expenses	0			117,000			36,000	117,000
Post-closing expenses	60,000			159,000			172,000	159,000
Stock-based expenses	0			0			0	0
Sales, general and administrative expenses	278,000			76,000			449,000	362,000
Total costs and expenses	4,541,000			3,611,000			11,098,000	11,020,000
Loss from operations	(2,343,000)			(787,000)			(3,541,000)	(2,346,000)
Other Income / (Expense):
Other income	1,000			43,000			1,000	55,000
Interest income / (expense), net	(2,000)			12,000			0	10,000
Gain on debt extinguishment								140,000
Change in fair value of accrued compensation	0						0
Warrant modification expense	0						0
Loss on fair value remeasurement	0						0
Total other income / (expense), net	(1,000)			55,000			1,000	205,000
Pre tax net income (loss)	(2,344,000)			(732,000)			(3,540,000)	(2,141,000)
Income tax	0			0			2,000	0
Net loss	(2,344,000)			(732,000)			(3,542,000)	(2,141,000)
Assets	8,798,000			21,735,000			8,798,000	21,735,000
Operating Segments | Sadot agri-foods
Revenues:
Revenues	179,464,000						547,389,000
Operating Costs and Expenses:
Cost of goods sold	176,617,000						537,023,000
Impairment of goodwill	0						0
Impairment of intangible assets	0						0
Depreciation and amortization expenses	0						0
Franchise advertising fund expenses	0						0
Pre-opening expenses	0						0
Post-closing expenses	0						0
Stock-based expenses	0			0			0	0
Sales, general and administrative expenses	549,000						1,136,000
Total costs and expenses	177,166,000						538,159,000
Loss from operations	2,298,000						9,230,000
Other Income / (Expense):
Other income	0						0
Interest income / (expense), net	(5,000)						(27,000)
Change in fair value of accrued compensation	0						0
Warrant modification expense	0						0
Loss on fair value remeasurement	(349,000)						(349,000)
Total other income / (expense), net	(354,000)						(376,000)
Pre tax net income (loss)	1,944,000						8,854,000
Income tax	0						0
Net loss	1,944,000						8,854,000
Assets	67,898,000			0			67,898,000	0
Operating Segments | Sadot farm operations
Revenues:
Revenues	511,000			0			511,000	0
Operating Costs and Expenses:
Cost of goods sold	484,000			0			485,000	0
Impairment of goodwill	0						0
Impairment of intangible assets	0						0
Depreciation and amortization expenses	61,000			0			61,000	0
Franchise advertising fund expenses	0			0			0	0
Pre-opening expenses	335,000			0			335,000	0
Post-closing expenses	0			0			0	0
Stock-based expenses	0			0			0	0
Sales, general and administrative expenses	4,000			0			4,000	0
Total costs and expenses	884,000			0			885,000	0
Loss from operations	(373,000)			0			(374,000)	0
Other Income / (Expense):
Other income	0			0			0	0
Interest income / (expense), net	0			0			0	0
Gain on debt extinguishment								0
Change in fair value of accrued compensation	0						0
Warrant modification expense	0						0
Loss on fair value remeasurement	0						0
Total other income / (expense), net	0			0			0	0
Pre tax net income (loss)	(373,000)			0			(374,000)	0
Income tax	0			0			0	0
Net loss	(373,000)			0			(374,000)	0
Assets	12,268,000			0			12,268,000	0
Operating Segments | Sadot LLC
Revenues:
Revenues				0				0
Operating Costs and Expenses:
Cost of goods sold				0				0
Depreciation and amortization expenses				0				0
Franchise advertising fund expenses				0				0
Pre-opening expenses				0				0
Post-closing expenses				0				0
Sales, general and administrative expenses				0				0
Total costs and expenses				0				0
Loss from operations				0				0
Other Income / (Expense):
Other income				0				0
Interest income / (expense), net				0				0
Gain on debt extinguishment								0
Total other income / (expense), net				0				0
Pre tax net income (loss)				0				0
Income tax				0				0
Net loss				0				0
Assets				0				0
Operating Segments | Commodity sales | Sadot food service
Revenues:
Revenues	0						0
Operating Segments | Commodity sales | Sadot agri-foods
Revenues:
Revenues	179,464,000						547,389,000
Operating Segments | Commodity sales | Sadot farm operations
Revenues:
Revenues	511,000						511,000
Operating Segments | Company restaurant sales, net of discounts | Sadot food service
Revenues:
Revenues	1,937,000			2,630,000			6,725,000	8,075,000
Operating Segments | Company restaurant sales, net of discounts | Sadot agri-foods
Revenues:
Revenues	0						0
Operating Segments | Company restaurant sales, net of discounts | Sadot farm operations
Revenues:
Revenues	0			0			0	0
Operating Segments | Company restaurant sales, net of discounts | Sadot LLC
Revenues:
Revenues				0				0
Operating Segments | Franchise royalties and fees | Sadot food service
Revenues:
Revenues	245,000			170,000			767,000	541,000
Operating Segments | Franchise royalties and fees | Sadot agri-foods
Revenues:
Revenues	0						0
Operating Segments | Franchise royalties and fees | Sadot farm operations
Revenues:
Revenues	0			0			0	0
Operating Segments | Franchise royalties and fees | Sadot LLC
Revenues:
Revenues				0				0
Operating Segments | Franchise advertising fund contributions | Sadot food service
Revenues:
Revenues	16,000			24,000			52,000	58,000
Operating Segments | Franchise advertising fund contributions | Sadot agri-foods
Revenues:
Revenues	0						0
Operating Segments | Franchise advertising fund contributions | Sadot farm operations
Revenues:
Revenues	0			0			0	0
Operating Segments | Franchise advertising fund contributions | Sadot LLC
Revenues:
Revenues				0				0
Operating Segments | Other revenues | Sadot food service
Revenues:
Revenues	0						13,000
Operating Segments | Other revenues | Sadot agri-foods
Revenues:
Revenues	0						0
Operating Segments | Other revenues | Sadot farm operations
Revenues:
Revenues	0						0
Corporate, Non-Segment
Revenues:
Revenues	0			0			0	0
Operating Costs and Expenses:
Cost of goods sold	0			0			0	0
Impairment of goodwill	0						0
Impairment of intangible assets	0						0
Depreciation and amortization expenses	0			0			0	0
Franchise advertising fund expenses	0			0			0	0
Pre-opening expenses	0			0			0	0
Post-closing expenses	0			0			1,000	0
Stock-based expenses	1,075,000			32,000			5,667,000	82,000
Sales, general and administrative expenses	2,479,000			1,143,000			5,586,000	3,258,000
Total costs and expenses	3,554,000			1,175,000			11,254,000	3,340,000
Loss from operations	(3,554,000)			(1,175,000)			(11,254,000)	(3,340,000)
Other Income / (Expense):
Other income	0			12,000			251,000	(34,000)
Interest income / (expense), net	(294,000)			(1,000)			(293,000)	(27,000)
Gain on debt extinguishment								0
Change in fair value of accrued compensation	297,000						1,161,000
Warrant modification expense	(958,000)						(958,000)
Loss on fair value remeasurement	0						0
Total other income / (expense), net	(955,000)			11,000			161,000	(61,000)
Pre tax net income (loss)	(4,509,000)			(1,164,000)			(11,093,000)	(3,401,000)
Income tax	13,000			2,000			16,000	16,000
Net loss	(4,522,000)			(1,166,000)			(11,109,000)	(3,417,000)
Assets	1,704,000			3,649,000			1,704,000	3,649,000
Corporate, Non-Segment | Commodity sales
Revenues:
Revenues	0						0
Corporate, Non-Segment | Company restaurant sales, net of discounts
Revenues:
Revenues	0			0			0	0
Corporate, Non-Segment | Franchise royalties and fees
Revenues:
Revenues	0			0			0	0
Corporate, Non-Segment | Franchise advertising fund contributions
Revenues:
Revenues	0			$ 0			0	$ 0
Corporate, Non-Segment | Other revenues
Revenues:
Revenues	$ 0						$ 0

Reportable Operating Segments_2

Reportable Operating Segments - Narrative (Details)	9 Months Ended
	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Number of distinct operating units	3

Fair Value Measurement - Assets

Fair Value Measurement - Assets and Liabilities Measured On A Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability	$ 349
Accrued compensation liability		$ 3,602
Financial liabilities	349	3,602
Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability	0
Accrued compensation liability		3,602
Financial liabilities	0	3,602
Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability	349
Accrued compensation liability		0
Financial liabilities	349	0
Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability	0
Accrued compensation liability		0
Financial liabilities	$ 0	$ 0

Fair Value Measurement - Narrat

Fair Value Measurement - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Derivative liability, period increase (decrease)	$ 0.4	$ 0.4

Financial Instruments (Details)

Financial Instruments (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liability, period increase (decrease)	$ 0.4	$ 0.4

Equity - Narrative (Details)

Equity - Narrative (Details) - USD ($)

3 Months Ended

9 Months Ended

Sep. 30, 2023

Jul. 27, 2023

Jun. 30, 2023

Mar. 15, 2023

Feb. 27, 2023

Nov. 29, 2022

Jun. 30, 2022

Feb. 24, 2022

Jan. 18, 2022

Jan. 03, 2022

Nov. 17, 2021

Apr. 07, 2021

Apr. 06, 2021

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Sep. 25, 2023

Aug. 15, 2023

Jul. 14, 2023

Jul. 11, 2023

May 25, 2023

Mar. 27, 2023

Feb. 28, 2023

Jan. 05, 2023

Dec. 31, 2022

Nov. 14, 2022

Oct. 12, 2022

Jul. 14, 2022

Jun. 08, 2022

Apr. 04, 2022

Mar. 31, 2022

Jan. 06, 2022

Oct. 07, 2021

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Common stock, issued (in shares)

39,000,000

39,000,000

39,000,000

29,300,000

Options awarded (in shares)

100,000

600,000

312,500

Change in fair value of accrued compensation

$ 297,000

$ 0

$ 1,161,000

$ 0

Warrants, number of securities called by warrants or rights (in shares)

1,200,000

1,200,000

Common stock percent

4%

Common stock, par value (in dollars per share)

$ 0.0001

$ 0.0001

$ 0.0001

$ 0.0001

Issued (in dollars per share)

$ 1.51

$ 1.51

$ 1.51

$ 0.41

Proceeds from exercise of warrants

$ 2,153,000

$ 0

Stock-based expenses

$ 1,075,000

32,000

5,667,000

$ 82,000

Related Party

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Stock-based expenses

700,000

$ 5,100,000

Original Warrant

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Class of warrant or right, exercise price of warrant (in dollars per share)

$ 1

$ 1.385

Additional Warrant

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Class of warrant or right, exercise price of warrant (in dollars per share)

$ 2.40

Private Placement

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of new stock issued during the period (in shares)

6,800,000

1,300,000

Aggregate purchase price of common stock

$ 15,000,000

$ 10,000,000

Sale of stock, price per share (in dollars per share)

$ 1.385

$ 2.43

Class of warrant or right, exercise price of warrant (in dollars per share)

$ 1.385

$ 0.01

$ 2.916

Warrants and rights outstanding, term (in years)

5 years

5 years 6 months

Sale of stock, period to file registration statement

30 days

30 days

Sale of stock, period to declare registration statement effective

90 days

90 days

Common stock percent

8%

Common stock, par value (in dollars per share)

$ 0.0001

Placement Agent

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Class of warrant or right, exercise price of warrant (in dollars per share)

$ 1.662

Warrants and rights outstanding, term (in years)

5 years

5 years

Common stock percent

4%

Warrant exercisable period

6 months

6 months

Placement Agent | Maximum

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Common stock percent

8%

Aggia LLC FC

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Common stock, issued (in shares)

8,900,000

5,600,000

Common stock, par value (in dollars per share)

$ 0.0001

$ 0.0001

Shares issued, price (in dollars per share)

$ 3.125

$ 1.5625

Share price, percentage of net income generated by business segment

40%

Share price, at percentage of net income generated by business segment (in dollars per share)

$ 1.25

Prefunded Warrant

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Shares authorized

400,000

Warrants

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Granted (in shares)

400,000

1,200,000

1,200,000

2,153,309

0

Options

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Vesting period (in years)

5 years

5 years

Common Stock

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of new stock issued during the period (in shares)

30,900

Common Stock | Original Warrant

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Warrants, number of securities called by warrants or rights (in shares)

2,200,000

Proceeds from exercise of warrants

$ 2,200,000

Common Stock | Additional Warrant

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Warrants, number of securities called by warrants or rights (in shares)

2,200,000

Class of warrant or right, exercise price of warrant (in dollars per share)

$ 2.40

Common Stock | Private Placement

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Warrants, number of securities called by warrants or rights (in shares)

10,800,000

Common Warrant | Private Placement

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Warrants, number of securities called by warrants or rights (in shares)

4,100,000

Prefunded Warrant | Private Placement

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Warrants, number of securities called by warrants or rights (in shares)

4,100,000

2,900,000

Class of warrant or right, exercise price of warrant (in dollars per share)

$ 0.0001

$ 2.42

Warrants

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Proceeds from exercise of warrants

$ 44

Warrants | Private Placement

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Class of warrant or right, exercise price of warrant (in dollars per share)

$ 1.3849

Consultant

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Stock-based expenses

300,000

0

$ 400,000

$ 36,000

Board Of Directors

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Shares authorized

32,900

Stock-based expenses

100,000

28,500

100,000

28,500

Executive Officer

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Stock-based expenses

$ 20,300

$ 3,200

$ 100,000

$ 17,700

Share-Based Payment Arrangement, Nonemployee

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Shares authorized

200,000

100,000

31,300

100,000

100,000

100,000

39,600

Share-Based Payment Arrangement, Nonemployee | Aggia LLC FC

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Shares authorized

2,700,000

2,800,000

Vested shares (in shares)

(500,000)

(900,000)

Share-Based Payment Arrangement, Nonemployee | Consultant

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Issued common stock (in shares)

30,000

Fair value of common stock issued

$ 15,600

Share-Based Payment Arrangement, Nonemployee | Member of Executive Team

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Shares authorized

20,000

Share-Based Payment Arrangement, Nonemployee | Contractor

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Shares authorized

5,000

Share-Based Payment Arrangement, Employee | Officers And Directors

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Options awarded (in shares)

500,000

2021 Equity Incentive Plan

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Common stock reserved for future issuance (in shares)

1,500,000

Common stock, issued (in shares)

700,000

700,000

700,000

Options awarded (in shares)

800,000

2023 Equity Incentive Plan

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Common stock reserved for future issuance (in shares)

2,500,000

Common stock, issued (in shares)

300,000

300,000

300,000

Options awarded (in shares)

100,000

Equity - Restricted Stock Award

Equity - Restricted Stock Award Activity (Details) - Restricted stock awards - $ / shares		9 Months Ended
	Jul. 14, 2023	Sep. 30, 2023
Total RSA's
Beginning balance (in shares)		0
Granted (in shares)	8,900,000	8,855,452
Forfeited (in shares)		0
Vested (in shares)		(1,392,721)
Ending balance (in shares)		7,462,731
Weighted-average grant date fair value
Beginning balance (in dollars per share)		$ 0
Granted (in dollars per share)		1.25
Forfeited (in dollars per share)		0
Vested (in dollars per share)		1.25
Ending balance (in dollars per share)		$ 1.25

Equity - Option Activity (Detai

Equity - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended		12 Months Ended
	Mar. 15, 2023	Feb. 27, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Weighted-average exercise price
Beginning balance (in dollars per share)			$ 1.52	$ 5	$ 5
Issued (in dollars per share)	$ 1.51	$ 1.51	1.51	0.41
Exercised (in dollars per share)			0	0
Forfeited (in dollars per share)			0	0
Ending balance (in dollars per share)			1.51	1.52	$ 1.52	$ 5
Expected to vest (in dollars per share)			1.18	0.41
Exercisable and vested (in dollars per share)			$ 2.39	$ 4.38
Number of options
Beginning balance (in shares)			412,500	100,000	100,000
Granted (in shares)	100,000		600,000	312,500
Exercised (in shares)			0	0
Forfeited (in shares)			0	0
Ending balance (in shares)			1,012,500	412,500	412,500	100,000
Expected to vest (in shares)			731,233	296,875
Exercisable and vested (in shares)			281,267	115,625
Additional Disclosures
Weighted-average remaining life, outstanding (in years)			4 years 5 months 26 days	4 years 3 months 14 days	3 years 6 months 10 days	1 year 10 months 28 days
Weighted-average remaining life, issued (in years)			5 years 8 months 1 day	5 years 2 months 15 days
Weighted-average remaining life, expected to vest (in years)			5 years 18 days	5 years 2 months 15 days
Weighted-average remaining life, exercisable and vested (in years)			3 years 14 days	1 year 11 months 4 days
Aggregate intrinsic value, granted				$ 12
Aggregate intrinsic value			$ 90		$ 156
Aggregate intrinsic value, expected to vest			64
Aggregate intrinsic value, exercisable and vested			$ 26

Equity - Option Valuation Assum

Equity - Option Valuation Assumptions (Details) - Options	9 Months Ended
	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	5 years 7 months 17 days
Expected dividends	0%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk free interest rate	3.54%
Expected volatility	53.99%
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk free interest rate	4.93%
Expected volatility	69.02%

Equity - Warrants Activity (Det

Equity - Warrants Activity (Details) - Warrants - USD ($) $ / shares in Units, $ in Thousands				9 Months Ended		12 Months Ended
	Nov. 29, 2022	Feb. 24, 2022	Jan. 03, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning balance (in dollars per share)				$ 1.93	$ 1.66	$ 1.66
Granted (in dollars per share)				2.40	0
Exercised (in dollars per share)				1	0.01
Forfeited (in dollars per share)				0	0
Ending balance (in dollars per share)				2.02	1.89	$ 1.93	$ 1.66
Exercisable (in dollars per share)				$ 2.02	$ 1.89
Number of warrants
Beginning balance (in shares)				18,033,640	20,284,016	20,284,016
Granted (in shares)	400,000	1,200,000	1,200,000	2,153,309	0
Exercised (in shares)				(2,153,309)	(2,410,110)
Forfeited (in shares)				0	0
Ending balance (in shares)				18,033,640	17,873,906	18,033,640	20,284,016
Exercisable (in shares)				18,033,640	17,873,906
Additional Disclosures
Weighted-average remaining life, outstanding (in years)				2 years 9 months 18 days	3 years 9 months 7 days	3 years 6 months 3 days	3 years 11 months 26 days
Weighted-average remaining life, granted (in years)				3 years 1 month 20 days
Weighted-average remaining life, exercised (in years)				3 years 1 month 24 days
Weighted-average remaining life, exercisable (in years)				2 years 9 months 18 days	3 years 9 months 7 days
Aggregate intrinsic value, exercised				$ 215

Related Party Transactions - Na

Related Party Transactions - Narrative (Details) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023 USD ($) shares	Sep. 30, 2023 USD ($) shares	Jul. 14, 2023 shares	Feb. 28, 2023 director shares	Jan. 19, 2023 shares	Dec. 31, 2022 shares	Nov. 14, 2022 shares	Dec. 31, 2021 shares
Related Party Transaction [Line Items]
Common stock, outstanding (in shares)	39,000,000	39,000,000			29,300,000	29,300,000
Common stock, outstanding, represented at special meeting (in shares)				17,200,000
Common stock, authorized (in shares)	150,000,000	150,000,000		150,000,000		150,000,000		50,000,000
Common stock, issued (in shares)	39,000,000	39,000,000				29,300,000
Number of directors available for nomination | director				8
Aggia LLC FC
Related Party Transaction [Line Items]
Common stock, authorized (in shares)			14,400,000				14,400,000
Percentage of issued and outstanding shares				20%			19.99%
Common stock, issued (in shares)			8,900,000				5,600,000
Ownership percentage (in shares)	26.90%	26.90%
Stock-based expenses | $	$ 0.7	$ 5.1
Aggia LLC FC | Maximum
Related Party Transaction [Line Items]
Reimbursement of operating costs | $	$ 1	$ 2.8

Subsequent Events - Narrative (

Subsequent Events - Narrative (Details) - USD ($) $ in Millions	Nov. 03, 2023	Oct. 30, 2023	Nov. 06, 2023	Oct. 23, 2023	Oct. 02, 2023	Jul. 11, 2023
Subsequent Event
Subsequent Event [Line Items]
Shares authorized			100,000
Subsequent Event | Convertible Promissory Note | Convertible Debt
Subsequent Event [Line Items]
Debt instrument, face amount	$ 3
repayments of convertible debt	$ 3
Subsequent Event | YA II PN, LTD ("Yorkville") | Convertible Notes
Subsequent Event [Line Items]
Cash advance		$ 1
Board Of Directors
Subsequent Event [Line Items]
Shares authorized						32,900
Board Of Directors | Subsequent Event
Subsequent Event [Line Items]
Shares authorized					100,000
Consultant | Subsequent Event
Subsequent Event [Line Items]
Shares authorized				100,000